The financial statements of the Old Kent Thrift Plan (the "Plan") are presented on the accrual basis of accounting. Investments are stated at their fair value based upon market quotes, where applicable. Investments for which a quote is not available are stated at fair value as determined by Old Kent Bank (a subsidiary of Old Kent Financial Corporation and the Plan's trustee).

Conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts in the Plan's financial statements. Actual results may differ from those estimates.

The Accounting Standards Executive Committee issued Statement of Position 99-3, "Accounting for and Reporting of Certain Defined Contribution Plan Investments and Other Disclosure Matters" (SOP 99-3), which eliminates the requirement for a defined contribution plan to disclose participant-directed investment programs. As required by SOP 99-3, the Plan adopted SOP 99-3 for the 1999 financial statements.

Certain reclassifications have been made to prior period's financial statements to place them on a basis comparable with the current period's financial statements.

The Old Kent Thrift Plan is a defined contribution plan which covers substantially all employees of Old Kent Financial Corporation (the "Employer" and "Plan Sponsor") and subsidiaries. The Plan is a savings investment program which also provides for retirement benefits. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 ("ERISA"). The following brief description of the Plan is provided for informational purposes only. Participants should refer to the plan agreement for more complete information.

Participation in the Plan is open to all employees (except temporary on-call, peak-time and leased employees) of Old Kent Financial Corporation and its subsidiaries that have adopted the Plan. Eligible employees who are 18 years of age and have completed thirty days of service are eligible to participate in the Plan immediately following such period.

Employees may make contributions ranging from 1% to 16% of their compensation, as defined in the Plan. The Employer may contribute amounts which equal up to 50% of the participants' contributions, not to exceed 3% of participants' compensation, along with additional discretionary contributions.

The contributions are transferred on a pay-by-pay basis by the Employer to the Trustee. The contributions are invested as specified by the employee in the investment funds described in Note 3.

Participants have a nonforfeitable right to their contributions and any earnings thereon, including earnings on employer matching contributions. Matching contributions by the Employer generally become vested after five years of service with the Employer.

Individual accounts are maintained for each participant to reflect the participants' contributions, the employer contributions, and investment earnings. Investment earnings are allocated based on each participant's relative account balance within the respective fund. During their employment, employees may make withdrawals or borrow funds from their accounts, subject to the terms set forth in the Plan.

Upon retirement, termination, death or disability, the employee's contributions and earnings and the vested portion of the related employer contributions and earnings will be distributed to the employee in a lump sum. Employees may elect to defer distribution if the vested portion exceeds $5,000.

A participant forfeits any employer contributions in their account that are not vested on the date of request for withdrawal. Forfeited amounts are applied to reduce the amount of matching employer contributions.

Each participant is entitled to exercise voting rights attributable to Old Kent Financial Corporation common shares allocated to his or her account and is notified by the trustee prior to the time that such rights are to be exercised. The trustee is not permitted to vote any share for which instructions have not been given by a participant.

Although not required to do so, all expenses of administering the Plan are paid by the Employer, with the exception of expenses incurred in connection with the purchase and sale of the Plan's investment securities which are offset against the income of the Plan.

Although it has not expressed any intent to do so, the Employer has the right under the Plan to discontinue its contributions at any time and to terminate the Plan. In the event of termination of the Plan, the accounts of each participant will become fully vested. Upon such termination and after payment of expenses, the participants will be entitled to receive the vested balances in their accounts.

Although it has not expressed any intent to do so, the Employer has the right under the Plan to discontinue its contributions at any time and to terminate the Plan. In the event of termination of the Plan, the accounts of each participant will become fully vested. Upon such termination and after payment of expenses, the participants will be entitled to receive the vested balances in their accounts.

Participating employees may elect to invest their contributions in the following investment funds:

The following is a reconciliation of net assets available for benefits per the financial statements to the Form 5500:

The following is a reconciliation of benefits paid to participants per the financial statements to the Form 5500:

Amounts allocated to withdrawing participants are recorded on the Form 5500 for benefit claims that have been processed and approved for payment prior to December 31, but not yet paid as of that date.

The fair value of individual investments that represent 5% or more of the Plan's total net assets as of December 31, are as follows:

The following table summarizes the net appreciation in fair value by investment (including investments purchased and sold, as well as those held during the year) for the years ended December 31:

In October 1998, Old Kent Financial Corporation acquired First Evergreen Corporation. In accordance with the terms of the acquisition, on April 30, 1999, the assets of the First Evergreen Corporation Profit Sharing Retirement Plan were transferred into the Old Kent Thrift Plan.

In September 1997, Old Kent Financial Corporation acquired Grand Rapids Holland Insurance Agency, Inc. (GRH). In accordance with the terms of the acquisition, on October 19, 1999, the assets of the GRH Employees' Investment Plan were transferred into the Old Kent Thrift Plan.

In January 1997, Old Kent Financial Corporation acquired Seaway Financial Corporation. In accordance with the terms of the acquisition, on January 21, 1998, the assets of the Seaway Financial Corporation Employee Pension Plan and 401(K) Plan were transferred into the Old Kent Thrift Plan.

In January 1996, Old Kent Financial Corporation acquired Republic Mortgage Corporation (RMC). In accordance with the terms of the acquisition, on November 30, 1999, the assets of the RMC. 401K Profit Sharing Plan were transferred into the Old Kent Thrift Plan.

In December 1996, Old Kent Financial Corporation acquired Guyot-Hicks-Anderson and Associates, Inc. (GHA). In accordance with the terms of the acquisition, on May 7, 1998, the assets of the GHA 401K/Employees' Stock Ownership Plan were transferred into the Old Kent Thrift Plan.

The participants' accounts for the plans referred to above are subject to the Plan's provisions as summarized in Note 2.

The Plan obtained its latest determination letter dated October 4, 1995, in which the Internal Revenue Service stated that the Plan, as then designed, was in compliance with the applicable requirements of the Internal Revenue Code. The Plan has been amended since receiving the determination letter. However, the Plan Sponsor and the Plan's legal counsel believe that the Plan is currently designed and being operated in compliance with the applicable requirements of the Internal Revenue Code. Therefore, they believe that the Plan was qualified and the related trust was tax-exempt as of the financial statement date.