1.5.1          Name. The name of the Surviving Corporation shall be "Home Bancorp."

          1.5.2          Articles of Incorporation . The articles of incorporation of the Surviving Corporation shall be the articles of incorporation of Home as in effect immediately prior to the Effective Time, without change.

          1.5.3          Bylaws. The bylaws of the Surviving Corporation shall be the bylaws of Home as in effect immediately prior to the Effective Time, without change.

          1.5.4          Officers. The officers of MergerSub immediately prior to the Effective Time shall be the officers of the Surviving Corporation and shall hold with the Surviving Corporation the same offices as they hold with MergerSub.

          2.1.1          Conversion of Home Common Stock. Except as provided in this Article II, each share of Home Common Stock outstanding immediately prior to the Effective Time shall be converted automatically into and become 0.6614 (the "Exchange Ratio") shares of validly issued, fully paid, and nonassessable Old Kent Common Stock.

          2.1.2          Old Kent Rights. Each share of Old Kent Common Stock to be issued in the Merger shall have attached to it the number of "Old Kent Rights" issuable pursuant to the "Old Kent Rights Agreement" (as those terms are defined in Section (Classes and Shares - Old Kent)) that are attached to each issued and outstanding share of Old Kent Common Stock at the Effective Time.

          2.1.3          Conversion of MergerSub Common Stock. Each share of Common Stock of MergerSub issued and outstanding immediately prior to the Effective Time shall be converted automatically into and become one fully paid and nonassessable share of common stock, without par value, of the Surviving Corporation.

          2.1.4          No Conversion of Old Kent Common Stock. Each share of Old Kent Common Stock and each Old Kent Right outstanding immediately prior to the Effective Time shall continue to be outstanding without any change.

          2.1.5          Stock Held by Old Kent. Each share of Home Common Stock, if any, held by Old Kent or any of its subsidiaries for its own account, and not in a fiduciary or representative capacity for a person other than Old Kent or any of its subsidiaries, shall be canceled and no consideration shall be issuable or payable with respect to any such share.

          2.1.6          Treasury Shares. Each share of Home Common Stock held by Home as a treasury share, if any, shall be canceled and no Old Kent Common Stock or other consideration shall be issuable or payable with respect to any such share.

          2.1.7          Home Common Stock No Longer Outstanding. Each share of Home Common Stock outstanding immediately prior to the Effective Time shall, as of the Effective Time, no longer be outstanding and each certificate previously representing such shares of Home Common Stock shall thereafter represent only the right to receive shares of Old Kent Common Stock into which such shares of Home Common Stock were converted, together with any dividends and other distributions payable as provided in Section (Dividends Pending Surrender), but subject to payment of cash in lieu of fractional shares.

          2.2.1          Stock Dividends and Distributions. If Old Kent declares a stock dividend, stock split, or stock split-up (a "Stock Distribution") of Old Kent Common Stock payable to its holders as of a record date prior to the Effective Time, then the Exchange Ratio shall be adjusted by multiplying it by a fraction (i) the numerator of which shall be the total number of shares of Old Kent Common Stock that are outstanding as of the record date for such Stock Distribution plus the additional number of shares to be issued in the Stock Distribution computed as of that record date; and (ii) the denominator of which shall be the total number of shares of Old Kent Common Stock outstanding as of the Stock Distribution's record date.

          2.2.2          Other Action Affecting Old Kent Common Stock. In the event of a reclassification of outstanding shares of Old Kent Common Stock or a consolidation or merger of Old Kent with or into another corporation, other than a merger in which Old Kent is the surviving corporation and which merger does not result in any reclassification of Old Kent Common Stock, holders of Home Common Stock would receive, in lieu of each share of Old Kent Common Stock to be issued in exchange for Home Common Stock based on the Exchange Ratio, the kind and amount of shares of Old Kent stock, other securities, money, and/or property receivable upon such reclassification, consolidation, or merger by holders of Old Kent Common Stock with respect to each share of Old Kent Common Stock outstanding immediately prior to such reclassification, consolidation, or merger.

          2.2.3          No Adjustment. Notwithstanding any other provisions of this Section, no adjustment shall be made in the event of issuance of additional shares of Old Kent Common Stock pursuant to (a) the direct stock purchase and dividend reinvestment plan of Old Kent ("OK Invest Direct"); (b) the exercise of stock options awarded under stock option plans of Old Kent, or upon the grant or sale of shares or rights to receive shares to, or for the account of, Old Kent directors or employees pursuant to any restricted stock, deferred stock compensation, thrift, employee stock purchase, and other compensation or benefit plans of Old Kent; (c) a public offering, private placement, or an acquisition of one or more banks,

          2.2.4          Changes in Capital. Subject only to making any adjustment to the Exchange Ratio and related computations prescribed by this Section, nothing contained in this Plan of Merger shall preclude Old Kent from amending its restated articles of incorporation to change its capital structure or from issuing additional shares of Old Kent Common Stock, preferred stock, shares of other capital stock, or securities that are convertible into shares of capital stock.

          2.5.1          Transmittal Materials. As soon as practicable after the Effective Time, Old Kent shall send or cause to be sent to each record holder of Home Common Stock as of the Effective Time transmittal materials for use in exchanging that holder's Old Certificates pursuant to the following options: (a) receiving Book Entry Shares and enrolling in OK Invest Direct; (b) receiving Book Entry Shares (but without enrolling in OK Invest Direct); or (c) receiving Old Kent Common Stock certificates. The transmittal materials will contain instructions with respect to the surrender of Old Certificates and the selection of these exchange options. In the absence of a selection among these exchange options, the shareholder shall receive Book Entry Shares without enrolling in OK Invest Direct.

          2.5.2          Exchange Agent. On or prior to the Effective Time, Old Kent will deliver to Old Kent Bank or such other bank or trust company as Old Kent may designate (the

          2.5.3          New Stock Registrations. Old Kent shall cause the Exchange Agent to promptly register the shares of Old Kent Common Stock issuable to former Home shareholders of record in such manner, in the names, and to the addresses that appear on Home's stock records as of the Effective Time, or in such other name or to such other address as may be specified by the shareholder of record in transmittal documents received by the Exchange Agent; provided, that with respect to each former Home shareholder, the Exchange Agent shall have received all of the Old Certificates held by that shareholder, or an affidavit of loss and indemnity bond for such certificate or certificates, together with properly executed transmittal materials; and such certificates, transmittal materials, affidavits, and bonds are in a form and condition reasonably acceptable to Old Kent and the Exchange Agent.

          2.5.4          Dividends Pending Surrender. Whenever a dividend is declared by Old Kent on Old Kent Common Stock that is payable to shareholders of record of Old Kent Common Stock as of a record date after the Effective Time, the declaration shall include dividends on all shares issuable under this Plan of Merger. No former shareholder of Home shall be entitled to receive a distribution of any such dividend until the Exchange Agent has received all of that shareholder's Old Certificates (or an affidavit of loss and indemnity bond for such certificates) pursuant to properly submitted transmittal materials. Upon the exchange of that shareholder's Old Certificates (or an affidavit of loss and indemnity bond for such certificates), the shareholder shall be entitled to receive from Old Kent an amount equal to all such dividends (without interest thereon and less the amount of taxes, if any, that may have been imposed or paid thereon) declared and paid with respect to the shares of Old Kent Common Stock represented thereby. If such shareholder has then elected to enroll in OK Invest Direct, such amount shall be credited as a cash purchase for investment at the plan's next regular investment date.

          2.5.5          Stock Transfers. After the Effective Time, there shall be no transfers on Home's stock transfer books of the shares of Home Common Stock that were issued and outstanding immediately prior to the Effective Time. If, after the Effective Time, Old Certificates are properly presented for transfer, they shall be canceled and exchanged for shares of Old Kent Common Stock as provided in this Plan of Merger. After the Effective Time, ownership of such shares as are represented by any Old Certificates may be transferred only on the stock transfer records of Old Kent.

          2.5.6          Exchange Agent's Discretion. The Exchange Agent shall have discretion to determine and apply reasonable rules and procedures relating to the exchange (or lack

          2.7.1          Stock Options. As of the Effective Time of the Merger, Old Kent shall assume the rights, duties and obligations of Home under the Option Plan. The duration and terms and conditions of the assumed options shall be the same as the original Home options, except that any reference to Home shall be considered to be references to Old Kent. Each participant to whom a stock option was granted at least six months prior to the Effective Time under the Option Plan and that is unexercised at the Effective Time ("Unexercised Options ") shall have the right, at and after the Effective Time (but subject to the provisions of the Option Plan and any limitation or vesting period applicable to such Unexercised Option), during the term of each such Unexercised Option, to receive upon exercise of any such Unexercised Option (upon written notice to Old Kent as Home's successor, without payment of any consideration) an amount equal to the excess of the fair market value on the date of such exercise of the number of shares of Old Kent Common Stock receivable pursuant to this Plan of Merger for one share of Home Common Stock over the exercise price of such Unexercised Option, multiplied by the number of shares of Home Common Stock for which such Unexercised Option shall have been exercised. Such amount shall be payable fully in Old Kent Common Stock. Old Kent shall be entitled to withhold from any such payment shares of Old Kent Common Stock equal in market value to any state and federal tax withholding obligation associated with such payment. Old Kent shall use commercially reasonable efforts to file before or promptly after the Effective Time, and in no event later than 45 days after the Effective Time, and use commercially reasonable efforts to maintain the effectiveness of, a registration statement with the SEC covering such options and the sale of the Old Kent Common Stock issuable upon exercise of such options so long as unexercised options remain outstanding. At the Effective Time, the Option Plan shall be terminated with respect to the granting of any additional options or option rights.

          2.7.2          Restricted Stock. As of the Effective Time of the Merger, Old Kent shall assume the rights, duties and obligations of Home under the Home Recognition and Retention Plan (" Restricted Stock Plan "). The terms and conditions of the assumed plan and the restricted stock issued thereunder shall be the same as the original Restricted Stock Plan and restricted stock, including vesting provisions, except that the Home Common Stock issued pursuant to the Restricted Stock Plan shall be converted into Old Kent Common Stock as provided in Section 2.1.1 (Conversion of Home Common Stock). At the Effective Time, the Restricted Stock Plan shall be terminated with respect to the granting of any additional shares of restricted stock.

          3.1.1          Authorization of Agreement. Each of Old Kent and MergerSub has the requisite corporate power and authority to execute and deliver this Plan of Merger and to consummate the Merger. This Plan of Merger and consummation of the Merger have been duly authorized by the Acquisition Committee of the board of directors of Old Kent, this Plan of Merger has been duly adopted by the board of directors of MergerSub and the Plan of Merger has been duly approved by the sole shareholder of MergerSub. No other corporate proceedings on the part of Old Kent or MergerSub are necessary to authorize this Plan of Merger or to consummate the Merger. This Plan of Merger has been duly executed and delivered by, and constitutes valid and binding obligations of, Old Kent and MergerSub and is enforceable against Old Kent and MergerSub in accordance with its terms.

          3.1.2          No Conflict, Breach, Violation, Etc. The execution, delivery, and performance of this Plan of Merger by Old Kent and MergerSub, and the consummation of the Merger by Old Kent and MergerSub, do not and will not violate, conflict with, or result in a breach of: (a) any provision of Old Kent's restated articles of incorporation or bylaws or MergerSub's articles of incorporation or bylaws; or (b) any statute, code, ordinance, rule, regulation, judgment, order, writ, memorandum of understanding, arbitral award, decree, or injunction applicable to Old Kent or its subsidiaries, assuming the timely receipt of each of the approvals referred to in this Section 3.1.

          3.1.3          Regulatory Restrictions. The execution, delivery, and performance of this Plan of Merger by Old Kent and MergerSub, and the consummation of the Merger by Old Kent and MergerSub, do not and will not violate, conflict with, result in a breach of, constitute a default under, or require any consent, approval, waiver, extension, amendment, authorization, notice, or filing under, any memorandum of understanding or similar regulatory consent agreement to which Old Kent is a party or subject, or by which it is bound or affected.

          3.1.4          Required Approvals. No notice to, filing with, authorization of, exemption by, or consent or approval of, any public body or authority is necessary for the consummation of the Merger by Old Kent and MergerSub other than in connection or compliance with the provisions of the Michigan Act and the Indiana Act, compliance with federal and state securities laws, compliance with bylaws and rules of the NYSE, and receipt of approvals required under the Bank Holding Company Act of 1956, as amended (the "Federal Bank Holding Company Act"), the Federal Deposit Insurance Act, as amended (the "FDIA"), and the Michigan Banking Code. Old Kent knows of no reason why the regulatory approvals referred to in this Section and Section (Required Approvals) cannot be obtained or why the process would be materially impeded.

          3.4.1          Classes and Shares--Old Kent. The authorized capital stock of Old Kent consists of 325,000,000 shares divided into two classes, which are: (a) 300,000,000 shares of Old Kent Common Stock, of which, as of June 12, 2000, a total of 130,415,613 shares were validly issued and outstanding; and (b) 25,000,000 shares of preferred stock, without par value, of which (1) 3,000,000 shares are designated Series A Preferred Stock, none of which is issued and outstanding as of the date of this Plan of Merger; (2) 500,000 shares are designated Series B Preferred Stock, none of which is issued and outstanding as of the date of this Plan of Merger; (3) 1,000,000 shares are designated Series C Preferred Stock, none of which is issued and outstanding as of the date of this Plan of Merger; (4) 7,250 shares are designated Series D Perpetual Preferred Stock, all of which is issued and outstanding as of the date of this Plan of Merger; and (5) 2,000 shares are designated Series E Perpetual Preferred Stock, all of which is issued and outstanding as of the date of this Plan of Merger. The 1,000,000 shares of Series C Preferred Stock are reserved for issuance upon exercising of Series C Preferred Stock Purchase Rights (the "Old Kent Rights") governed by a Rights Agreement, dated as of January 20, 1997, as amended, between Old Kent and Old Kent Bank (the "Old Kent Rights Agreement").

          3.4.2          No Other Capital Stock. As of the date of the Plan of Merger: (a) there is no security or class of securities issued and outstanding that represents or is convertible into capital stock of Old Kent, and (b) there is no outstanding subscription, option, warrant, or right to acquire any capital stock of Old Kent, or agreement to which Old Kent is a party or by which it is bound to issue capital stock; except (i) as described in, or as contemplated by, this Plan of Merger; (ii) Series D Perpetual Preferred Stock (which is convertible into Old Kent Common Stock); (iii) the Old Kent Rights (which as of the date of this Plan of Merger were represented by and transferable only with shares of Old Kent Common Stock); (iv) stock options awarded pursuant to stock option plans for directors, officers, or employees of Old Kent or its affiliates; (v) provisions for the grant or sale of shares or the right to receive shares to, or for the account of, employees and directors pursuant to restricted stock, deferred stock compensation, stock purchase and other benefit plans; (vi) shares of Old Kent Common Stock issuable under agreements entered into in connection with mergers or acquisitions of direct or indirect subsidiaries or assets in transactions approved by the Old Kent board of directors or a committee of such board; and (vii) shares of Old Kent Common Stock issuable under OK Invest Direct and employee stock purchase plans.

          3.4.3          Voting Rights. Neither Old Kent nor any of its subsidiaries (other than MergerSub) has outstanding any security or issue of securities the holder or holders of which have the right to vote on the approval of the Merger or this Plan of Merger, or that entitle the holder or holders to consent to, or withhold consent on, the Merger or this Plan of Merger.

          3.4.4          Classes and Shares -- MergerSub. The authorized capital stock of MergerSub consists of 60,000 shares of common stock, of which, as of the execution of this Plan of Merger, a total of 1,000 shares were validly issued and outstanding.

          3.6.1          Financial Statements. The consolidated financial statements of Old Kent and its subsidiaries as of and for each of the three years ended December 31, 1999, 1998, and 1997, as reported on by Old Kent's independent accountants, and the unaudited consolidated financial statements of Old Kent and its subsidiaries as of and for the quarter ended March 31, 2000, including all schedules and notes relating to such statements (collectively, "Old Kent's Financial Statements"), fairly present, and the unaudited consolidated financial statements of Old Kent and its subsidiaries as of and for each quarter ending after the date of this Plan of Merger until the Effective Time, including all schedules and notes relating to such statements, will fairly present, the financial condition and the results of operations, changes in shareholders' equity, and cash flows of Old Kent as of the respective dates of and for the periods referred to in such financial statements, all in accordance with generally accepted

3.6.2          Call Reports. The following reports (including all related schedules, notes, and exhibits) were prepared and filed in conformity with applicable regulatory requirements and were correct and complete in all material respects when filed:

All of such reports required to be filed prior to the Closing by Old Kent and/or Old Kent Bank will be prepared and filed in conformity with applicable regulatory requirements applied consistently throughout their respective periods (except as otherwise noted in such reports) and will be correct and complete in all material respects when filed.

          3.10.1          SEC Filings. Old Kent has filed, and will in the future continue to file, in a timely manner all required filings with the Securities and Exchange Commission (the " SEC"), including all reports on Form 10-K and Form 10-Q;

          3.10.2          Regulatory Filings. Old Kent has filed in a timely manner all other material filings with other regulatory bodies for which filings are required; and

          3.10.3          Complete and Accurate. All such filings, as of their respective filing dates, did not contain any untrue statement of material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

          3.11.1          Transaction Documents. The term "Transaction Documents" shall collectively mean: (i) the registration statement to be filed by Old Kent with the SEC (the " Registration Statement") in connection with the Old Kent Common Stock to be issued in the Merger; (ii) the prospectus and proxy statement (the "Prospectus and Proxy Statement") to be mailed to Home shareholders in connection with the Shareholders' Meeting (defined below); and (iii) any other documents to be filed with the SEC, the Federal Reserve Board, the Michigan Office of Financial and Insurance Services, the Office of Thrift Supervision, the states of Michigan or Indiana, or any other regulatory agency in connection with the Merger.

          3.11.2          Accurate Information. The information to be supplied by Old Kent for inclusion or incorporation by reference in any Transaction Document will not contain any untrue statement of material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading (a) at the respective times such Transaction Documents are filed; (b) with respect to the Registration Statement, when it becomes effective; and (c) with respect to the Prospectus and Proxy Statement, when it is mailed and at the time of the Shareholders' Meeting.

          3.11.3          Compliance of Filings. All Transaction Documents that Old Kent is responsible for filing with the SEC or any regulatory agency in connection with the Merger will comply as to form in all material respects with the provisions of applicable law and regulation.

          4.1.1          Authorization of Agreement. Home has the requisite corporate power and authority to execute and deliver this Plan of Merger and, subject to adoption by Home's shareholders, to consummate the Merger. This Plan of Merger has been duly adopted and the consummation of the Merger has been duly authorized by the board of directors of Home and no other corporate proceedings on the part of Home are necessary to authorize this Plan of Merger or to consummate the Merger, subject only to approval by the shareholders of Home. This Plan of Merger has been duly executed and delivered by, and constitutes valid and binding obligations of, Home and is enforceable against Home in accordance with its terms.

          4.1.2          No Conflict, Breach, Violation, Etc. The execution, delivery, and performance of this Plan of Merger by Home, and the consummation of the Merger, do not and will not violate, conflict with, or result in a breach of any provision of: (a) the articles of incorporation, charter, bylaws, or similar organizational documents of Home or Home's wholly owned subsidiary, Home Loan Bank, F.S.B. ("Home Bank "); or (b) any statute, code, ordinance, rule, regulation, judgment, order, writ, memorandum of understanding, arbitral award, decree, or injunction applicable to Home or Home Bank, assuming the timely receipt of each of the approvals referred to in Section (Required Approvals). The board of directors of Home (including at least three "Continuing Directors," as defined in Home's articles of incorporation) has approved the transactions contemplated by this Plan of Merger and the Option Agreement such that provisions of Article XII of Home's articles of incorporation and Chapters 42 and 43 of the Indiana Act will not apply to this Plan of Merger or the Option Agreement or any of the transactions contemplated hereby or thereby.

          4.1.3          Regulatory Restrictions. The execution, delivery, and performance of this Plan of Merger by Home, and the consummation of the Merger, do not and will not violate, conflict with, result in a breach of, constitute a default under, or require any consent, approval, waiver, extension, amendment, authorization, notice, or filing under, any memorandum of understanding or any regulatory agreement or commitment to which Home or Home Bank is a party or subject, or by which it is bound or affected.

          4.1.4          Required Approvals. No notice to, filing with, authorization of, exemption by, or consent or approval of, any public body or authority is necessary for the consummation of the Merger by Home other than in connection or compliance with the provisions of the Michigan Act and Indiana Act, compliance with federal and state securities laws, and the consents, authorizations, approvals, or exemptions required under the Federal Bank Holding Company Act, Home Owners Loan Act of 1933, as amended ("HOLA "), the FDIA, and the Michigan Banking Code.

          4.3.1          Ownership. Except with respect to Home Bank, Home does not have "Control" (as defined in Section 2(a)(2) of the Federal Bank Holding Company Act, using 5 percent rather than 25 percent), either directly or indirectly, of any corporation, general or limited partnership, limited liability company, trust or other entity engaged in an active trade or business or that holds any significant assets. Home owns all of the issued and outstanding shares of capital stock of Home Bank, free and clear of any claim, security interest, pledge, or lien of any kind. There is no legally binding and enforceable subscription, option, warrant, right to acquire, or any other similar agreement pertaining to the capital stock of Home Bank.

          4.3.2          Qualification and Power. Home Bank is duly organized, validly existing, and in good standing as a federal savings bank under the laws of the United States of America. Home Bank was converted from a mutual to a stock form of organization in accordance with the HOLA and all applicable OTS regulations. Home Bank is qualified or admitted to conduct business in Indiana and in each other state where such qualification or admission is required except that state or those states where the failure to be so qualified or admitted would not have a Material Adverse Effect on Home. Home Bank has full corporate power and authority to carry on its business as and where now being conducted.

          4.3.3          Deposit Insurance; Other Assessments. Home Bank maintains in full force and effect deposit insurance through the Savings Association Insurance Fund of the FDIC. Home Bank has fully paid to the FDIC as and when due all assessments with respect to its deposits as are required to maintain such deposit insurance in full force and effect. Home Bank has paid as and when due all material fees, charges, assessments, and the like to each and every governmental or regulatory agency having jurisdiction as required by law, regulation, or rule.

          4.4.1          Classes and Shares. The authorized capital stock of Home consists of 15,000,000 shares divided into two classes as follows: (a) 10,000,000 shares of common stock, without par value, of which, as of the date of this Plan of Merger, a total of 1,971,124 shares were validly issued and outstanding, 1,407,744 shares were held as treasury shares, and 88,756 shares were reserved for issuance under the Option Plan, all of which were subject to outstanding options as of the date of this Plan of Merger; and (b) 5,000,000 shares of

          4.4.2          No Other Capital Stock. There is no security or class of securities outstanding that represents or is convertible into capital stock of Home, except for the Option Agreement. There is no outstanding subscription, option, warrant, or right to acquire any capital stock of Home, or any agreement to which Home is a party or by which it is or may be bound to issue capital stock, except for the Option Agreement and the Permitted Issuances.

          4.4.3          Issuance of Shares. After the date of this Plan of Merger, the number of issued and outstanding shares of Home Common Stock is not subject to change before the Effective Time, except for Permitted Issuances and issuances under the Option Agreement.

          4.4.4          Voting Rights. Other than the shares of Home Common Stock described in this Section, neither Home nor Home Bank has outstanding any security or issue of securities the holder or holders of which have the right to vote on the approval of the Merger or this Plan of Merger or that entitle the holder or holders to consent to, or withhold consent on, the Merger or this Plan of Merger.

          4.4.5          Appraisal Rights. No shareholder of Home will be entitled to appraisal rights pursuant to Chapter 44 of Indiana Act as a result of the consummation of the Merger.

          4.5.1          Financial Statements. The consolidated financial statements of Home as of and for the each of three years ended September 30, 1999, 1998, and 1997, as reported on by Home's independent accountants, and the unaudited consolidated financial statements of Home and Home Bank as of and for the quarters ended December 31, 1999 and March 31, 2000, including all schedules and notes relating to such statements, as previously delivered to Old Kent (collectively, "Home's Financial Statements"), fairly present, and the unaudited consolidated financial statements of Home and Home Bank as of and for each quarter ending after the date of this Plan of Merger until the Effective Time, including all schedules and notes relating to such statements, will fairly present, the financial condition and the results of operations, changes in stockholders' equity, and cash flows of Home as of the respective dates of and for the periods referred to in such financial statements, all in accordance with GAAP, consistently applied, subject, in the case of unaudited interim financial statements, to normal, recurring year-end adjustments (the effect of which would not, individually or in the aggregate, have a Material Adverse Effect on Home) and the absence of notes (that, if presented, would not differ materially from those included in Home's Financial Statements).

          4.5.2          Call Reports. The following reports (including all related schedules, notes, and exhibits) were prepared and filed in conformity with applicable regulatory requirements and were correct and complete in all material respects when filed:

All of such reports required to be filed prior to the Effective Time by Home and/or Home Bank will be prepared and filed in conformity with applicable regulatory requirements applied consistently throughout their respective periods (except as otherwise noted in such reports) and will be correct and complete in all material respects when filed. All of the reports identified in this Section are collectively referred to as the "Call Reports."

          4.10.1          Privacy. Has, or will, share nonpublic personal information regarding consumers or customers with any unaffiliated third party except as would be permitted under Title V of the Financial Services Modernization Act and in compliance with the applicable privacy laws of any state, or other applicable laws, statutes, regulations, or ordinances; and

          4.10.2          Lending Practices. Has engaged in, or will engage in, lending practices that would violate the guidelines issued by Fannie Mae to combat predatory lending (#LL03-00).

          4.12.1          SEC Filings. Home has filed, and in the future will continue to file, in a timely manner all required filings with the SEC, including all reports on Form 10-K, Form  10-Q and Form 8-K;

          4.12.2          Regulatory Filings. Each of Home and Home Bank has filed in a timely manner all other filings with other regulatory bodies for which filings are required; and

          4.12.3          Complete and Accurate. All such filings, as of their respective filing dates, did not contain any untrue statement of material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. All such filings complied in all material respects with all laws, regulations, forms, and guidelines applicable to such filings.

          4.13.1          Accurate Information. The information to be supplied by Home for inclusion or incorporation by reference in any Transaction Document will not contain any untrue statement of material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading (a) at the respective times such Transaction Documents are filed; (b) with respect to the Registration Statement, when it becomes effective; and (c) with respect to the Prospectus and Proxy Statement, when it is mailed and at the time of the Shareholders' Meeting.

          4.13.2          Compliance of Filings. All documents that Home or Home Bank is responsible for filing with the SEC or any regulatory agency in connection with the Merger will comply as to form in all material respects with the provisions of applicable law and regulation.

          4.15.1          Taxes Defined. "Taxes" means any federal, state, county, local, or foreign taxes, charges, assessments, levies, deficiencies, or other governmental fees, charges, or amounts required to be collected, withheld, or paid to any government, agency, or political subdivision of any government in respect to any tax or governmental fee or charge, together with any penalties, additions to tax or interest, due under any applicable law, regulation, rule, or ordinance to any governmental unit or agency, including, without limitation, taxes with respect to income, profits, gross receipts, value added, ad valorem, employment, unemployment, withholding, backup withholding, nonresident alien withholding, social security, real property, personal property, sales, use, excise, intangibles, license, franchise, capital stock, and disability, and payments based on occupation, services rendered, real property, personal property or transfer.

          4.15.2          Tax Returns. Home and Home Bank have each duly and timely filed or delivered, and if necessary amended, all material tax returns, information returns, estimates, declarations, reports, statements and other filings that are required by law, regulation, rule, or ordinance (collectively, "Tax Returns"). Each such Tax Return, as amended, is correct, complete and complies in all material respects with all applicable laws, regulations, rules, and ordinances. Home and Home Bank have each maintained all necessary and appropriate accounting records to support the positions taken on all filed Tax Returns and all exemptions from filing Tax Returns.

          4.15.3          Tax Assessments and Payments. All material Taxes due and payable by Home and Home Bank have been paid or deposited in full as and when due, including applicable extension periods. Each of Home and Home Bank has withheld and paid over all material Taxes required to have been withheld and paid over, and complied with all information reporting and backup withholding requirements, including maintenance of required records with respect thereto, in connection with amounts paid or owing to any employee, creditor, independent contractor or other third parties. The provisions made for Taxes on Home's Financial Statements as of September 30, 1999, are sufficient for the payment of all accrued but unpaid Taxes as of the date indicated, whether or not disputed, with respect to all periods through September 30, 1999. There is no lien on any of Home's or Home Bank's assets or properties with respect to Taxes, except for liens for Taxes not yet due and payable.

          4.15.4          Tax Audits. None of the Tax Returns of Home and Home Bank filed for any tax year after 1989 have been audited by the Internal Revenue Service (the "IRS") or any state or local taxing authority. There is no tax audit or legal or administrative proceeding concerning the accuracy of tax or information returns or the assessment or collection of Taxes pending or, to Home's knowledge, threatened with respect to Home or Home Bank. No claim concerning the calculation, assessment or collection of taxes has been asserted with respect to Home or Home Bank except for any claim that has been fully resolved and the costs of such resolution reflected in Home's Financial Statements. No waiver or extension of any statute of limitations is in effect with respect to Taxes or Tax Returns of Home or Home Bank.

          4.15.5          Tax Accounting. Neither Home nor Home Bank have been required to include in income any adjustment pursuant to Section 481 of the Internal Revenue Code by reason of a voluntary change in accounting method initiated by Home or Home Bank and the IRS has not initiated or proposed any such adjustment or change in accounting method. Neither Home nor Home Bank has entered into a transaction which is being accounted for as an installment obligation under Section 453 of the Internal Revenue Code.

          4.15.6          Excess Parachute Payments. No compensation that could be payable (whether in cash, stock, options, or other property or the vesting of property or other rights) by Home, Home Bank, their affiliates, or any of their respective successors under any employment, option, benefit plan, severance, termination or other compensation arrangement currently in effect is, or will be, an "excess parachute payment" (as defined in Section 280G of the Internal Revenue Code).

          4.15.7          Bad Debt Deductions. Home has taken no action or permitted no inaction that causes it to incur any federal income liability for its bad debt deductions taken prior to October 1, 1988.

          4.16.1          Reflected on Balance Sheet. As reflected on Home's Financial Statements as of March 31, 2000;

          4.16.2          Normal to Business. Liens for current Taxes not yet delinquent, and liens or encumbrances that are normal to the business of Home and that would not have a Material Adverse Effect on Home; and

          4.16.3          Immaterial Imperfections. Such imperfections of title, easements, restrictions, and encumbrances, if any, as are not material in character, amount, or extent, and do not materially detract from the value, or materially interfere with the present use, of the properties subject thereto or affected thereby.

          4.16.4          Public Easements; Etc. Such public easements, public rights of way, and interests of units of government of record, if any, as are not material in character, amount, or extent, and do not materially detract from the value, or materially interfere with the present use, of the properties subject thereto or affected thereby.

          4.17.1          No Encroachments. Except for encroachments that have been insured over by a title insurance policy, no building or improvement to Home's Real Property or Home's Leased Real Property encroaches on any easement or property owned by another person. No building or property owned by another person encroaches on Home's Real Property or Home's Leased Real Property or on any easement benefitting Home's Real Property or Home's Leased Real Property. None of the boundaries of Home's Real Property or Home's Leased Real Property deviates substantially from those shown on the survey of such property, if any, included with the Home Disclosure Statement or from what the boundaries appear to be through visual inspection. No claim of encroachment has been asserted by any person with respect to any of Home's Real Property or Home's Leased Real Property.

          4.17.2          Zoning. Neither Home, Home Bank, Home's Real Property, nor Home's Leased Real Property is in material violation of any applicable zoning regulation, building restriction, restrictive covenant, ordinance, or other law, order, regulation, or requirement.

          4.17.3          Buildings. All buildings and improvements to Home's Real Property and Home's Leased Real Property are structurally sound and are not in need of material repairs, are fit for their intended purposes, and are adequately serviced by all utilities necessary for the effective operation of business as presently conducted at that location.

          4.17.4          No Condemnation. None of Home's Real Property or Home's Leased Real Property is the subject of any condemnation action. There is no proposal under active consideration by any public or governmental authority or entity to acquire Home's Real Property or Home's Leased Real Property for any governmental purpose.

          4.17.5          Litigation. There are no claims, litigation, proceedings, or disputes pending or threatened against or relating to Home's Real Property or Home's Leased Real Property.

          4.17.6          Agreements. There are no agreements, contracts, or leases, written or oral, that affect Home's Real Property or Home's Leased Real Property.

          4.17.7          Assessments. There is no pending or proposed special assessment affecting or which may affect Home's Real Property or Home's Leased Real Property.          

          4.18.1          Valid. Each of Home's Leases is valid, effective, and enforceable against the lessor or licensor in accordance with its terms.

          4.18.2          No Default. There is no existing default under any of Home's Leases or any event that with notice or passage of time, or both, would constitute a default with respect to Home, Home Bank, or, to the knowledge of Home, any other party to the contract, which default could have a Material Adverse Effect on Home.

          4.18.3          Assignment. None of Home's Leases contain a prohibition against assignment by Home or Home Bank, by operation of law or otherwise, or any provision that would materially interfere with the possession, use, or rights with respect to the property by Old Kent or its subsidiaries for the same purposes and upon the same rental and other terms following consummation of the Merger as are applicable to Home or Home Bank prior to the Effective Time.

          4.18.4          Disputes. To the knowledge of Home, there are no disputes concerning the interpretation of any term, condition, or provision of any of Home's Leases.

          4.21.1          Employment Policies, Programs, and Procedures. The policies, programs, and practices of Home and Home Bank relating to equal opportunity and affirmative action, wages, hours of work, employee disabilities, and other terms and conditions of employment are in compliance in all material respects with applicable federal, state, and local laws, orders, regulations, and ordinances governing or relating to employment and employer practices and facilities.

          4.21.2          Record of Payments. There is no existing or outstanding material obligation of Home or Home Bank, whether arising by operation of law, civil or common, by contract, or by past custom, for any Employment-Related Payment (as defined in Section (Employment-Related Payments)) to any trust, fund, company, governmental agency, or any person that has not been duly recorded on the books and records of Home and paid when due or duly accrued in the ordinary course of business in accordance with GAAP.

          4.21.3          Employment-Related Payments. For purposes of this Plan of Merger, "Employment-Related Payments" include any payment to be made with respect to any contract for employment; unemployment compensation benefits; profit sharing, pension, or retirement benefits; social security benefits; fringe benefits, including vacation or holiday pay, bonuses, and other forms of compensation; or for medical insurance or medical expenses; any of which are payable with respect to any present or former director, officer, employee, or agent, or his or her survivors, heirs, legatees, or legal representatives.

          4.21.4          Employment Claims. There is no dispute, claim, or charge, pending or, to Home's knowledge, threatened, alleging breach of any express or implied employment contract or commitment, or breach of any applicable law, order, regulation, public policy, or ordinance relating to employment or terms and conditions of employment. To the knowledge of Home, there is no factual basis for any valid claim or charge with regard to such employment-related matters that could result in a loss to Home or Home Bank of more than $25,000.

          4.21.5          Employment Related Agreements. There is no written or oral, express or implied:

          4.22.1          ERISA Compliance. Home, Home Bank, each Employee Benefit Plan, and all trusts created thereunder are in substantial compliance with ERISA, and all other applicable laws and regulations insofar as such laws and regulations apply to such plans and trusts.

          4.22.2          Internal Revenue Code Compliance. Home, Home Bank, each Employee Benefit Plan that is intended to be a qualified plan under Section 401(a) of the Internal Revenue Code, and all trusts created thereunder are in substantial compliance with the applicable provisions of the Internal Revenue Code.

          4.22.3          Prohibited Transactions. No Employee Benefit Plan and no trust created thereunder has been involved, subsequent to June 30, 1974, in any nonexempt "prohibited

          4.22.4          Plan Termination. No Employee Benefit Plan that is a qualified plan under Section 401(a) of the Internal Revenue Code and no trust created thereunder has been terminated, partially terminated, curtailed, discontinued, or merged into another plan or trust after January 1, 1985, except in compliance with notice and disclosure to the IRS and the Pension Benefit Guaranty Corporation (the "PBGC"), where applicable, as required by the Internal Revenue Code and ERISA. With respect to each plan termination, all termination procedures have been completed and there is no pending or potential liability to the PBGC, to any plan, or to any participant under the terminated plan. Each plan termination, partial termination, curtailment, discontinuance, or consolidation has been accompanied by the issuance of a current favorable determination letter by the IRS and, where applicable, has been accompanied by plan termination proceedings with and through the PBGC.

          4.22.5          Multiemployer Plan. No Employee Benefit Plan is a "multiemployer plan" within the meaning of Section 3(37)(A) of ERISA.

          4.22.6          Defined Benefit Plan. Except for the plan maintained by Home under the Financial Institutions Retirement Plan (the "Home Pension Plan "), no Employee Benefit Plan in effect as of the date of this Plan of Merger is a "defined benefit plan" within the meaning of Section 3(35) of ERISA.

          4.22.7          Payment of Contributions. Home has made when due all contributions required under each Employee Benefit Plan and under applicable laws and regulations.

          4.22.8          Payment of Benefits. There is no payment that has become due from any Employee Benefit Plan, any trust created thereunder, or from Home or Home Bank that has not been paid through normal administrative procedures to the plan participants or beneficiaries entitled thereto, except for claims for benefits for which administrative claims procedures under such plan have not been exhausted.

          4.22.9          Accumulated Funding Deficiency. No Employee Benefit Plan that is intended to be a qualified plan under Section 401(a) of the Internal Revenue Code and no trust created thereunder has incurred, subsequent to June 30, 1974, an "accumulated funding deficiency" as defined in Section 412(a) of the Internal Revenue Code and Section 302 of ERISA (whether or not waived).

          4.22.10          Funding. Neither Home nor Home Bank owes premiums to the PBGC that are due but unpaid or has been determined by the PBGC to be liable for a funding deficiency with respect to a plan termination under Title IV of ERISA.

          4.22.11          No Liability. If the Home Pension Plan and related trust was terminated on the date of the latest actuarial valuation, neither Home nor Home Bank would have any liability for further contributions or other payments with respect thereto (whether

          4.22.12          Condition of Plan. With respect to the Home Pension Plan, there has been no amendment of such Plan or other occurrence subsequent to the date of the latest actuarial reports prepared with respect to such plan that has materially changed the financial and/or funding condition of the plan.

          4.22.13          Filing of Reports. Each of Home and Home Bank has filed or caused to be filed, and will continue to file or cause to be filed, in a timely manner all filings pertaining to each Employee Benefit Plan with the IRS, the United States Department of Labor, and the PBGC as prescribed by the Internal Revenue Code, ERISA, and the regulations issued thereunder. All such filings, as amended, were complete and accurate in all material respects as of the dates of such filings, and there were no material misstatements or omissions in any such filing.

          4.23.1          Hazardous Substances. For purposes of this Plan of Merger, "Hazardous Substance" has the meaning set forth in Section 9601 of the Comprehensive Environmental Response Compensation and Liability Act of 1980, as amended, 42 U.S.C. § 9601, et seq. ("CERCLA"), and also includes any substance regulated by or subject to any Environmental Law (as defined below) and any other pollutant, contaminant, or waste, including, without limitation, petroleum, asbestos, radon, and polychlorinated biphenyls.

          4.23.2          Environmental Laws. For purposes of this Plan of Merger, "Environmental Laws" means all laws (civil or common), ordinances, rules, regulations, permits, guidelines, and orders that: (a) regulate the generation, manufacture, release, treatment, containment, storage, handling, transportation, disposal, or management of Hazardous Substances; (b) regulate or prescribe standards or requirements for the protection of air, water, or soil quality; (c) are intended to protect public health or the environment; or (d) establish liability for the investigation, removal, or cleanup of, or damage caused by, any Hazardous Substance.

          4.23.3          Owned or Operated Property. With respect to: (i) the real estate owned or leased by Home or Home Bank or used in the conduct of their businesses; and (ii) any other real estate owned by Home Bank (collectively referred to as "Premises"):

          4.23.4          Trust Properties; Former Properties. With respect to (i) real estate held and administered in trust by Home Bank and (ii) any real estate formerly owned or leased by Home or Home Bank, Home makes the same representations as set forth in the preceding Section (Owned or Operated Property) to the knowledge of its executive officers, including its senior trust officer.

          4.23.5          Loan Portfolio. With respect to any real estate securing any outstanding loan or related security interest and any owned real estate acquired in full or partial satisfaction of a debt previously contracted, each of Home and Home Bank has complied in all material respects with their policies (as such policies may have been in effect from time to time and as disclosed in the Home Disclosure Statement), and all applicable laws and regulations, concerning the investigation of each such property to determine whether or not there exists or is reasonably likely to exist any Hazardous Substance on, in, or under such property and whether or not a release of a Hazardous Substance has occurred at or from such property.

          4.27.1          Control of Material Assets. Other than in a capacity as a shareholder, director, or executive officer of Home or Home Bank, no Home-Related Person owns or controls any assets or properties that are used in the business of Home or Home Bank.

          4.27.2          Contractual Relationships. Other than ordinary and customary banking relationships, no Home-Related Person has any contractual relationship with Home or Home Bank.

          4.27.3          Loan Relationships. No Home-Related Person has any outstanding loan or loan commitment from, or on whose behalf an irrevocable letter of credit has been issued by, Home or Home Bank in a principal amount of $60,000 or more.

          4.32.1          Business in Ordinary Course. Other than as contemplated by this Plan of Merger, conducted its business other than in the ordinary course, or incurred or become subject to any liability or obligation, except liabilities incurred in the ordinary course of business, and except for any single liability that does not exceed $50,000 or for the aggregate of any group of related liabilities that do not exceed $100,000.

          4.32.2          Strikes or Labor Trouble. Experienced or, to its knowledge, been threatened by any strike, work stoppage, organizational effort, or other labor trouble, or any other event

          4.32.3          Discharge of Obligations. Discharged or satisfied any lien or encumbrance, or paid any obligation or liability other than those shown on Home's Financial Statements as of September 30, 1999, or incurred after that date, other than in the ordinary course of business, except for any single lien, encumbrance, liability, or obligation that does not exceed $50,000 or for the aggregate of any group of related liens, encumbrances, liabilities, and obligations that do not in the aggregate exceed $100,000.

          4.32.4          Mortgage of Assets. Mortgaged, pledged, or subjected to lien, charge, or other encumbrance any of its assets, or sold or transferred any such assets, except in the ordinary course of business, except for any single mortgage, pledge, lien, charge, and encumbrance for indebtedness that does not exceed $50,000 or for the aggregate of any group of mortgages, pledges, liens, charges, and encumbrances for indebtedness that do not in the aggregate exceed $100,000.

          4.32.5          Contract Amendment or Termination. Made or permitted any amendment or early termination of any contract, agreement or understanding to which it is a party and that is material to the financial condition, income, expenses, business, properties, or operations of Home, except as may be expressly provided in this Plan of Merger.

          5.1.1          Form and Content. The Old Kent Disclosure Statement and the Home Disclosure Statement have been prepared substantially in the form contained in Exhibit B. Each shall contain appropriate references and cross-references with respect to each of the disclosures, and appropriate identifying markings with respect to each of the documents, that pertain to one or more sections or articles of this Plan of Merger. Old Kent and Home have each prepared and delivered two complete copies of its Disclosure Statement to the other party.

          5.1.2          Update. Not less than the six Business Days prior to the Closing, each of Old Kent and Home shall deliver to the other an update to its Disclosure Statement describing any material changes and containing any new or amended documents, as specified below, that are

          5.1.3          Certification. Each of Old Kent's and Home's Disclosure Statement and its update shall be certified on its behalf by appropriate executive officers (which in the case of Home shall be its chief executive officer and chief financial officer) that such Disclosure Statement contains no untrue statement of a material fact, or fails to omit to state a material fact necessary to make the statements contained therein, in light of the circumstances in which they are made, not misleading.

          5.1.4          Home's Schedule of Additional Information. Home shall prepare and, within 30 days after the date of this Plan of Merger, deliver to Old Kent two copies of the Schedule of Additional Information attached as Exhibit C. The Schedule of Additional Information shall contain the information described in Exhibit C with appropriate references and cross-references with respect to each of the disclosures and appropriate identifying marking with respect to each of the documents. The Schedule of Additional Information shall include true, correct and complete copies of each and every document specified in Exhibit C.

          5.3.1          Ordinary Course. Conduct its business, manage its property and invest its assets only in the usual, regular, and ordinary course and not otherwise, in substantially the same manner as prior to the date of this Plan of Merger, and not make any substantial change to its expenditures or methods of management, operation, or practices in respect of such business, property or investments.

          5.3.2          No Inconsistent Actions. Take no action that would be inconsistent with or contrary to the representations, warranties, and covenants made by Home in this Plan of Merger, and take no action that would cause Home's representations and warranties to become untrue in any material respect except as and to the extent required by applicable laws and regulations or regulatory agencies having jurisdiction or this Plan of Merger.

          5.3.3          Compliance. Comply in all material respects with all laws, regulations, agreements, court orders, administrative orders, and formally adopted internal policies and procedures applicable to the conduct of its business, except to the extent that the application of any law, regulation, or order is being contested in good faith and Old Kent has been notified of such contest.

          5.3.4          No Amendments. Make no change in its articles of incorporation or its bylaws except as contemplated by this Plan of Merger.

          5.3.5          Books and Records. Maintain its books, accounts, and records in the usual and regular manner, and in material compliance with all applicable laws, rules, regulations, governmental policy issuances, accounting standards, and formally adopted internal policies and procedures.

          5.3.6          No Change in Stock. Except as contemplated by this Plan of Merger or the Option Agreement: (a) make no change in the number of shares of its capital stock issued and outstanding other than Permitted Issuances; (b) grant no warrant, option, or commitment relating to its capital stock; (c) enter into no agreement relating to its capital stock; (d) issue no securities convertible into its capital stock; and (e) repurchase any shares of Home's stock other than the surrender of Home Common Stock upon the exercise of an Unexercised Option.

          5.3.7          Maintenance. Use all reasonable efforts to maintain its property and assets in their present state of repair, order, and condition, reasonable wear and tear and damage by fire or other casualty covered by insurance excepted.

          5.3.8          Preservation of Goodwill. Use all reasonable efforts to preserve its business organization intact, to keep available the services of its present officers and employees, and to preserve the goodwill of its customers and others having business relations with it.

          5.3.9          Insurance Policies. Use all reasonable efforts to maintain and keep in full force and effect insurance coverage, so long as such insurance is reasonably available, on its assets, properties, premises, operations, and personnel in such amounts, against such risks and losses, and with such self-insurance requirements as are presently in force.

          5.3.10          Charge-Offs. Charge off loans and maintain its allowance for loan and lease losses, in each case in a manner in conformity with the prior practices of Home and Home Bank and applicable industry, regulatory, and accounting standards.

          5.3.11          Policies and Procedures. Make no material change in any policies and procedures applicable to the conduct of its business, including without limitation any loan and underwriting policies, loan loss and charge-off policies, investment policies, and employment policies, except as and to the extent required by law or regulatory agencies having jurisdiction.

          5.3.12          New Directors or Executive Officers. Except to reelect persons who are then incumbent officers and directors at annual meetings, not (a) increase the number of directors, (b) elect or appoint any person to an executive office, or (c) hire any person to perform the services of an executive officer.

          5.3.13          Compensation and Fringe Benefits. Take no action to increase, or agree to increase, the salary, severance, or other compensation payable to, or fringe benefits of, or pay or agree to pay any bonus to, any officer or director, or any other class or group of employees as a class or group without Old Kent's prior written consent, except that Home may pay or agree to pay for periods ending on or before the date of the Effective Time, previously planned or scheduled salary increases, consistent with past practices, that have been disclosed in Schedule 5.3.13 of the Home Disclosure Statement (excluding any update thereof).

          5.3.14          Benefit Plans. Take no action to introduce, change, or agree to introduce or change, any Employee Benefit Plan, fringe benefit program, or other plan or program of any kind for the benefit of its employees unless required by law or this Plan of Merger; make no contribution to any employee pension benefit plan other than employer contributions to the (i) Home Employee Stock Ownership Plan (the "ESOP ") and the Home 401(k) Plan that are consistent in timing and amounts with the contributions made for 1999 and 1998 and (ii) Home Pension Plan except to the extent required by minimum funding standards.

          5.3.15          New Employment Agreements. Take no action to enter into any employment agreement that is not terminable by Home or Home Bank, as the case may be, without cost or penalty upon 60 days' or less notice.

          5.3.16          Borrowing. Take no action to borrow money except in the ordinary course of business.

          5.3.17          Mortgaging Assets. Take no action to sell, mortgage, pledge, encumber, or otherwise dispose of, or agree to sell, mortgage, pledge, encumber, or otherwise dispose of, any of its property or assets, except dealing with financial assets in the ordinary course of business, and except for property or assets, or any group of related properties or assets, that have a fair market value of less than $100,000.

          5.3.18          Notice of Actions. Notify Old Kent of the threat or commencement of any material action, suit, proceeding, claim, arbitration, or investigation against, relating to, or affecting: (a) Home or Home Bank; (b) their respective directors, officers, or employees in their capacities as such; (c) Home's or Home Bank's assets, liabilities, businesses, or operations; or (d) the Merger or this Plan of Merger.

          5.3.19          Cooperation. Take such reasonable actions as may be necessary to consummate the Merger and the Bank Integration (as defined below).

          5.3.20          Charitable Contributions. Neither make nor renew any charitable contributions, gifts, commitments, or pledges of cash or other assets except for contributions that in the aggregate will have a fair market value not greater than $25,000.

          5.3.21          Large Expenditures. Take no action to pay, agree to pay, or incur any liability, excepting such liabilities that have been accrued on its books as of the date of this Plan of Merger, for the purchase or lease of any item of real property, fixtures, equipment, or other capital asset in excess of $50,000 individually or in excess of $100,000 in the aggregate with respect to Home, except pursuant to prior commitments or plans made by Home that are disclosed in the Home Disclosure Statement.

          5.3.22          New Service Arrangements. Take no action to enter into, or commit to enter into, any agreement for trust, consulting, professional, or other services to Home or Home Bank that is not terminable by Home without penalty upon 60 days' or less notice, except for contracts for services under which the aggregate required payments do not exceed $50,000, and except for legal, accounting, and other ordinary expenses (not including expenses of financial advisors) related to this Plan of Merger.

          5.3.23          Capital Improvements. Take no action to open, enlarge, or materially remodel any bank or other facility, and not lease, renew any lease, purchase, or otherwise acquire use of any real property for a branch bank, or apply for regulatory approval of any new branch bank, excepting pursuant to prior commitments or plans made by Home or Home Bank that are disclosed in the Home Disclosure Statement.

          5.3.24          Strategic Alliances. Take no action to enter into, or commit to enter into, any joint venture, strategic alliance, or material relationship with any person to jointly develop, market, or offer any product or service; or disclose any customer names, addresses, telephone numbers, lists, or any other non public information concerning customers or other consumers to any person not employed by Home or Home Bank in connection with their employment.

          5.4.1          Board Recommendation. Except while a "Fiduciary Event" (as defined below) has occurred and continues, at the Shareholders' Meeting and in any proxy materials used in connection with the meeting, the board of directors of Home shall recommend that its shareholders vote for approval of this Plan of Merger.

          5.4.2          Solicitation of Proxies. Except while a Fiduciary Event has occurred and continues:

          5.4.3          Fiduciary Event. A "Fiduciary Event" shall have occurred when the board of directors of Home has (a) received in writing a "Superior Proposal" (defined below) that is then pending, (b) determined in good faith (based on the advice of legal counsel) that its fiduciary duties to Home's shareholders under applicable law would require the board of directors to so withdraw, modify, or change its recommendation, and (c) determined to accept and recommend the Superior Proposal to the shareholders of Home.

          5.4.4          Superior Proposal. A "Superior Proposal" means any bona fide unsolicited Proposal (as defined in Section (Communication of Other Proposals)) made by a third party on terms that the board of directors of Home determines in its good faith judgment, based upon the written advice of Austin or another financial advisor of nationally recognized reputation, to be materially more favorable to Home's shareholders than this Plan of Merger from a financial point of view.

          5.4.5          Notice. Home shall notify Old Kent at least ten Business Days prior to taking any action with respect to such Superior Proposal or taking any action with respect to the withdrawal, modification, or change of its recommendation to its shareholders for adoption of this Plan of Merger.

          5.6.1          Contract Notices. Home shall send to each vendor, as and when permitted after the date of this Plan of Merger, such notices of nonrenewal as may be necessary or appropriate under the terms of these Technology-Related Contracts to prevent them from automatically renewing for a term extending beyond the Effective Time. Such notices may be conditioned upon the consummation of the Merger.

          5.6.2          Extensions and Renewals. Home shall cooperate with Old Kent in negotiating with each vendor the length of any new, extension, or renewal term of these Technology-Related Contracts in those cases where such extension or term extends beyond the Effective Time.

          5.6.3          New Agreements. Neither Home nor Home Bank shall enter into any new Technology-Related Contract, except with Old Kent's consent (which consent shall not be unreasonably withheld or delayed if such agreement is necessary for Home or Home Bank to conduct business in the ordinary course through the Effective Time).

          5.8.1          Indemnification. Old Kent shall honor any and all rights to indemnification and advancement of expenses now existing in favor of the directors and officers of Home and Home Bank under their articles of incorporation, charter, or bylaws included in the Disclosure Schedule which, as enforceable contractual rights, shall survive the Merger and shall, as contractual rights, continue with respect to acts or omissions occurring before the Effective Time with the same force and effect as prior to the Effective Time.

          5.8.2          Insurance. Old Kent shall use all commercially reasonable efforts to cause the persons serving as officers and directors of Home immediately prior to the Effective Time to be covered for a period of at least six years from the Effective Time by the directors' and officers' liability insurance policy maintained by Home with respect to acts or omissions occurring prior to the Effective Time that were committed by such officers and directors in their capacity as such. Old Kent may substitute, for Home's current coverage, (a) coverage under policies maintained by Old Kent that offer comparable or better coverage and amounts,

          5.9.1          No Solicitation. Neither Home nor any of Home's Representatives, attorneys, investment bankers, or agents shall, directly or indirectly, invite, initiate, solicit, encourage, or, unless a Fiduciary Event has occurred and continues, negotiate with any other party, any proposals, offers, or expressions of interest concerning any tender offer, exchange offer, merger, consolidation, sale of shares, sale of assets, or assumption of liabilities not in the ordinary course, or other business combination involving Home or Home Bank other than the Merger (a "Business Combination").

          5.9.2          Communication of Other Proposals. Home shall cause written notice to be delivered to Old Kent promptly upon receipt of any solicitation, offer, proposal, or expression of interest (a "Proposal") concerning a Business Combination. Such notice shall contain the material terms and conditions of the Proposal to which such notice relates. Within five Business Days after Home's receipt of a Proposal, Home shall give notice to Old Kent whether or not a Fiduciary Event has occurred and, if it has not occurred, Home's notice shall include a copy of Home's unequivocal rejection of the Proposal in the form actually delivered to the person from whom the Proposal was received. Thereafter, Home shall promptly notify Old Kent of any material changes in the terms, conditions, and status of any Proposal.

          5.9.3          Furnishing Information. Unless a Fiduciary Event has occurred and continues, neither Home nor any of Home's Representatives, investment bankers, or agents shall furnish any nonpublic information concerning Home to any person who is not affiliated

          5.9.4          Corporate Liability for Individual's Breach. For the purposes of this Section, any breach of this Section by an executive officer, director, attorney or financial advisor of Home in his or her individual capacity shall be deemed to be a breach by Home.

          5.13.1          Access. Permit, and shall cause each of their respective subsidiaries to permit, full access to their respective properties, books, and records at reasonable times.

          5.13.2          Cooperation. Use reasonable efforts to cause its and each of their respective subsidiaries' officers, directors, employees, accountants, and attorneys to cooperate fully, for the purpose of permitting a complete and detailed examination of such matters by the other party's officers, attorneys, accountants, and representatives.

          5.13.3          Information. Furnish to the other, upon reasonable request, any information respecting its and each of its subsidiaries' properties, assets, business, and affairs.

          5.13.4          Consents. Each of Old Kent and Home acknowledges that certain information may not be disclosed by the other without the prior written consent of persons not affiliated with that party. If such information is requested, then the other party shall use reasonable efforts to obtain such prior consent and shall not be required to disclose such information unless and until such prior consent has been obtained.

          5.13.5          Return and Retention. In the event of termination of this Plan of Merger, Old Kent and Home each agree to promptly return to the other party or to destroy all written materials furnished to it by the other party and the other party's subsidiaries, and all copies, notes, and summaries of such written materials. Old Kent and Home each agree to preserve intact all such materials that are returned to them and to make such materials reasonably available upon reasonable request or subpoena for a period of not less than six years from the termination of this Plan of Merger.

          5.14.1          Treatment; Restricted Access. All information furnished to the other party pursuant to this Plan of Merger shall be treated as strictly confidential and shall not be disclosed to any other person, natural or corporate, except for its employees, attorneys, accountants, regulators, and financial advisers who are reasonably believed to have a need for such information in connection with the Merger.

          5.14.2          No Other Use. No party shall make any use, other than related to the Merger, of any information it may come to know as a direct result of a disclosure by the other party, its subsidiaries, directors, officers, employees, attorneys, accountants, or advisers or that may come into its possession from any other confidential source during the course of its investigation.

          5.14.3          Excepted Information. The provisions of this Section shall not preclude Old Kent or Home, or their respective subsidiaries, from using or disclosing information that is readily ascertainable from public information or trade sources, known by it before the commencement of discussions between the parties or subsequently developed by it or its subsidiaries independent of any investigation under this Plan of Merger, received from any

          5.14.4          Prohibit Insider Trading. Old Kent and Home shall each take responsible steps to assure that any person who receives nonpublic information concerning the Merger or the other party will treat the information confidentially as provided in this Section and not directly or indirectly buy or sell, or advise or encourage other persons to buy or sell, Home's stock until such information is properly disclosed to the public.

          5.15.1          Preliminary Environmental Assessments. Old Kent may, at its expense, engage an environmental consultant to conduct a preliminary ("Phase I") assessment of the property. Home and Home Home Bank shall provide reasonable assistance, including site access, a knowledgeable contact person, documentation relating to the real estate, and any prior environmental investigations or reports to Old Kent's consultant for purposes of conducting the Phase I assessments.

          5.15.2          Environmental Risks. If there are any facts or conditions identified in a Phase I assessment that Old Kent reasonably believes could pose a current or future risk of liability, interference with use, or diminution of value of the property, then Old Kent shall identify that risk to Home, identify the facts or conditions underlying that risk, and provide Home with a copy of the Phase I assessment for that property (an "Environmental Risk").

          5.15.3          Phase II and III Work. Old Kent may obtain one or more estimates of the proposed scope of work and cost of any further environmental investigation, remediation, or other follow-up work it reasonably considers necessary or appropriate to assess and, if necessary or appropriate, remediate an Environmental Risk ("Phase II and III Work"). Old Kent shall provide copies of those estimates to Home. The fees and expenses of any Phase II and III Work shall be allocated as agreed. Old Kent and Home shall cooperate in the review, approval, and implementation of all work plans for Phase II and III Work. All work plans for Phase II and III Work shall be mutually satisfactory to Old Kent and Home. Mutually agreed upon Phase II and III Work shall be undertaken and completed as quickly as possible and shall be completed prior to the Closing. If the proposed work plans or removal or remediation actions would entail a material cost to complete, Old Kent and Home shall discuss a mutually acceptable modification to this Plan of Merger.

          5.15.4          Old Kent's Termination Rights. If (a) Old Kent and Home are unable to agree upon the need for, or upon a course of action to complete, any Phase II and III Work, and/or a mutually acceptable modification to this Plan of Merger, and (b) Old Kent cannot be

          6.1.1          Representations and Warranties. The representations and warranties of Home contained in this Plan of Merger shall be true, correct and complete when made and as of the Closing as if made at and as of such time (without regard to any update of the Home Disclosure Statement), except (a) as expressly contemplated or permitted by this Plan of Merger; (b) for representations and warranties relating to a time or times other than the Closing that were or will be true, correct and complete at such other time or times; and (c) where the failure or failures of such representations and warranties to be so true, correct, and complete individually or in the aggregate, without giving effect to any materiality qualifications or references to materiality therein, does not result or would not result in a Material Adverse Effect.

          6.1.2          Compliance with Agreements. Home shall have performed and complied with all agreements, conditions, and covenants required by this Plan of Merger to be performed or complied with by Home prior to or at the Closing in all material respects.

          6.1.3          Certificates. Compliance with Sections (Representations and Warranties) and (Compliance with Agreements) shall be evidenced by one or more certificates signed by appropriate officers of Home, dated as of the date of the Closing, certifying the foregoing in such detail as Old Kent may reasonably request.

          6.7.1          Reorganization. The acquisition of substantially all of the assets of Home by Old Kent solely in exchange for Old Kent Common Stock and the assumption by Old Kent of liabilities of Home will constitute a reorganization within the meaning of Section 368(a) of the Internal Revenue Code, and Old Kent and Home will each be a "party to a reorganization" within the meaning of Section 368(b) of the Internal Revenue Code.

          6.7.2          Assets' Tax Basis. The basis of the Home assets in the hands of Old Kent will be the same as the basis of those assets in the hands of Home immediately prior to the Merger.

          6.7.3          No Gain or Loss. No gain or loss will be recognized by Old Kent on the constructive acquisition by Old Kent of substantially all of the assets of Home in exchange for Old Kent Common Stock and the assumption by Old Kent of the liabilities of Home.

          6.7.4          Holding Period. The holding period of the assets of Home in the hands of Old Kent will include the holding period during which such assets were held by Home.

          7.1.1          Representations and Warranties. The representations and warranties of Old Kent contained in this Plan of Merger shall be true, correct, and complete when made and as of the Closing as if made at and as of such time (without regard to any update of the Old Kent Disclosure Statement), except (a) as expressly contemplated or permitted by this Plan of Merger; (b) for representations and warranties relating to a time or times other than the Effective Time that were or will be true, correct, and complete at such other time or times; and (c) where the failure or failures of such representations and warranties to be so true, correct, and complete, individually or in the aggregate, without giving effect to any materiality qualifications or references to materiality therein, does not result or would not result in a Material Adverse Effect.

          7.1.2          Compliance with Agreements. Old Kent and MergerSub shall have performed and complied with all agreements, conditions, and covenants required by this Plan of Merger to be performed or complied with by Old Kent and MergerSub prior to or at the Closing in all material respects.

          7.1.3          Certificates. Compliance with Sections (Representations and Warranties) and (Compliance with Agreements) shall be evidenced by one or more certificates signed by appropriate officers of Old Kent and MergerSub, dated as of the date of the Closing, certifying the foregoing in such detail as Home may reasonably request.

          7.6.1          Reorganization. The acquisition of substantially all of the assets of Home by Old Kent solely in exchange for Old Kent Common Stock and the assumption by Old Kent of liabilities of Home will constitute a reorganization within the meaning of Section 368(a) of the Internal Revenue Code, and Old Kent and Home will each be a "party to a reorganization" within the meaning of Section 368(b) of the Internal Revenue Code.

          7.6.2          No Gain or Loss. No gain or loss will be recognized by the shareholders of Home upon the receipt of Old Kent Common Stock in exchange for all of their shares of Home Common Stock, except to the extent of any cash received in lieu of a fractional share of Old Kent Common Stock.

          7.6.3          Stock Tax Basis. The basis of the Old Kent Common Stock to be received by shareholders of Home will, in each instance, be the same as the basis of the respective shares of Home Common Stock surrendered in exchange therefor.

          7.6.4          Holding Period. The holding period of the Old Kent Common Stock received by shareholders of Home will, in each instance, include the period during which the Home Common Stock surrendered in exchange therefor was held, provided, that the Home

          8.3.1          Failure to Satisfy Closing Conditions. If any of the conditions specified in Article VI have not been met or waived by Old Kent, at such time as such condition can no longer be satisfied notwithstanding Old Kent's best efforts to comply with those covenants given by Old Kent in this Plan of Merger.

          8.3.2          Environmental Risks. If Old Kent has given Home notice of termination based on an unacceptable Environmental Risk, as provided in Section (Old Kent's Termination Rights ).

          8.3.3          Approval of Home's Shareholders. This Plan of Merger is not approved by the requisite vote of Home's shareholders at the Shareholders' Meeting.

          8.3.4          Occurrence of a Fiduciary Event. At any time after there has occurred a Fiduciary Event.

          8.3.5          Material Adverse Event. If there shall have occurred one or more events that shall have caused or are reasonably likely to cause a Material Adverse Effect on Home.

          8.3.6          Community Reinvestment Act Rating. If, prior to the Closing, Home Bank is examined for compliance with the Community Reinvestment Act and receives a rating lower than "Low Satisfactory" or, if the report of examination is still pending on the date of the Closing, Old Kent is unable to satisfy itself that Home Bank will receive a rating of Low Satisfactory or better.

          8.4.1          Failure to Satisfy Closing Conditions. If any of the conditions specified in Article VII have not been met or waived by Home at such time as such condition can no longer be satisfied notwithstanding Home's best efforts to comply with those covenants given by Home in this Plan of Merger.

          8.4.2          Approval of Home's Shareholders. This Plan of Merger is not approved by the requisite vote of Home's shareholders at a Shareholders' Meeting at which in excess of 80% of the outstanding shares of Home Common Stock are represented in person or by proxy and Home's board of directors has advised Old Kent that it does not believe that such vote can be obtained through reasonable further efforts.

          8.4.3          Material Adverse Event. If there shall have occurred one or more events that shall have caused or are reasonably likely to cause a Material Adverse Effect on Old Kent.