Summary

This summary highlights selected information from this prospectus and proxy statement and may not contain all of the information that is important to you. To best understand the proposed amendment to the Home's Articles of Incorporation and Old Kent's acquisition of Home and for a more complete description of the legal terms of the merger, you should read carefully this entire document and the documents that are incorporated by reference in this document. In this prospectus and proxy statement, "you" and "your" refer to each holder of Home common stock.

On July 14, 2000, Old Kent paid a 5% stock dividend on Old Kent common stock to Old Kent's shareholders. The Old Kent 5% stock dividend resulted in an adjustment to the amount of Old Kent common stock that Home shareholders would be entitled to receive in the merger. Share and per share data in this prospectus and proxy statement have been adjusted to reflect the Old Kent 5% stock dividend except as otherwise indicated. However, the text of the Merger Agreement attached as Appendix A, the section "Merger and Merger Agreement-Opinion of Home's Financial Advisor," and data in earlier dated documents incorporated by reference in this prospectus and proxy statement have not been so adjusted.

The Companies

Old Kent Financial Corporation
111 Lyon Street N.W.
Grand Rapids, Michigan 49503
(616) 771-5000

Old Kent Financial Corporation is a financial services organization that operates as a registered bank holding company headquartered in Grand Rapids, Michigan. Its principal banking subsidiary is Old Kent Bank. Old Kent's principal markets for financial services presently are the Michigan, Illinois, and Northwestern Indiana communities in which Old Kent Bank is located and the areas immediately surrounding those communities. As of March 31, 2000, Old Kent had, on a consolidated basis, assets of $21.3 billion, deposits of $15.9 billion, a net loan portfolio of $14.5 billion, and shareholders' equity of $1.5 billion.

The services offered by Old Kent's subsidiaries cover a wide range of banking, fiduciary and other financial services. These include commercial, mortgage, and retail loans, business and personal checking accounts, savings and retirement accounts, time deposit instruments, ATMs, debit cards and other electronically accessed banking services, money transfer services, safe deposit facilities, cash management, real estate and lease financing, international banking services, investment management and trust services, personal investment and related advisory services, brokerage and investment advisory services, and access to insurance products.

Home Bancorp
132 East Berry Street
Fort Wayne, Indiana 46801
(219) 422-3502

Home Bancorp was formed as an Indiana corporation to act as the holding company for Home Loan Bank fsb upon the completion of Home Loan Bank's conversion from the mutual to the stock form on March 29, 1995. Home Bancorp's common stock trades on the Nasdaq stock market under the symbol "HBFW." As of March 31, 2000, Home had, on a consolidated basis, assets of $403.5 million, deposits of $353.3 million, a net loan portfolio of $348.3 million, and shareholders' equity of $37.6 million.

Founded in 1893, Home Loan Bank's principal historic business has been attracting deposits from the general public and originating long-term, fixed-rate and adjustable-rate loans secured primarily by first mortgage liens on one- to four-family real estate. Home Loan Bank offers a variety of deposit accounts having a wide range of interest rates and terms. It does not actively solicit or advertise for deposits outside of northeastern Indiana and does not accept brokered deposits. Home Loan Bank's principal source of revenue is interest income from its lending activities.

The Merger

What You Will Receive in the Merger
(See Page __)

If the merger is completed as planned, you will receive 0.6945 (the "Exchange Ratio") shares of Old Kent common stock for each share of Home common stock that you own. This number has been adjusted to reflect the Old Kent 5% stock dividend and will be further adjusted if either Old Kent or Home declares a stock split or stock dividend before the completion of the merger. No certificates representing fractional shares will be issued. Instead, you will receive a check in payment for any fractional shares, based on the market value of Old Kent common stock.

Example: If you own 100 shares of Home common stock, you will receive 69 shares of Old Kent common stock. In addition, you will receive a check equal to

0.45 (your fractional share) multiplied by the closing price per share of Old Kent common stock for the second trading day prior to the date of the closing of the merger.

You should not send in your stock certificates until Old Kent instructs you to do so after the merger is completed.

Recommendation to Home Shareholders to Approve the Merger

After careful consideration, your board of directors has determined the merger to be in the best interests of Home shareholders. The board of directors of Home unanimously recommends that you vote FOR the proposal to approve the Merger Agreement.

Home's Financial Advisor's Opinion that the Exchange Ratio is Fair (See Page __)

In deciding to approve the merger, the board of directors of Home considered the opinion of its financial advisor, Austin Financial Services, Inc., that the consideration to be received by the holders of Home common stock is fair from a financial point of view. Austin Financial Service's written opinion is attached as Appendix C to this prospectus and proxy statement.

Proposed Amendment to Home's
Articles of Incorporation (See Page __)

Currently, Article 11 of Home Bancorp's Articles of Incorporation prohibits any person from offering to acquire or acquiring the beneficial ownership of more than 10% of any class of equity security in Home. This provision could effectively prohibit Home from being acquired by any other entity. Thus, Home's board of directors recommends to Home's shareholders a proposed amendment to Article 11 of Home's Articles of Incorporation that would permit Home to be acquired by Old Kent.

Time and Location of the Home Shareholder Meeting (See Page ____)

Home will hold a special meeting of its shareholders to vote on (1) the proposed amendment to the Articles of Incorporation, and (2) the approval of the Merger Agreement. The special meeting will be held:

          [date and time]
          [address]

Vote Required to Approve the Amendment and Merger

Only holders of record of Home common stock on , 2000 have the right to vote on the proposed amendment and Merger Agreement.

To approve of the proposed amendment, the holders of at least a majority of the shares of Home common stock issued and outstanding as of the record date must vote FOR approval of the proposed amendment.

To approve the Merger Agreement, the holders of at least a majority of the shares of Home common stock issued and outstanding as of the record date must vote FOR approval of the Merger Agreement.

As of the record date, Home's directors, executive officers, and their affiliates beneficially owned 192,813 shares, or approximately 9.53% of the shares of Home common stock entitled to vote on the proposed amendment and Merger Agreement. Home's directors, executive officers and their affiliates are expected to vote these shares in favor of approval of the proposed amendment and approval of the Merger Agreement.

As of the record date, Old Kent's directors, executive officers, and their affiliates did not own any Home common stock. No approval of Old Kent's shareholders is required to complete the merger.

How to Cast Your Vote By Proxy
(See Page __)

Please mail your signed proxy card in the enclosed return envelope as soon as possible so that your shares of Home common stock may be represented at the special meeting. If you properly sign and return a proxy card but do not include instructions on how to vote your proxy, your shares will be voted FOR approval of the proposed amendment to Home's Articles of Incorporation and FOR approval of the Merger Agreement.

How to Cast Your Vote If Your Shares Are Held By a Broker in Street Name
(See Page __)

If your shares are held by your broker or other nominee in street name, your broker may vote your shares only if you provide instructions on how you want to vote. Your broker should send such instructions to you or you may request them from your broker.

If you do not provide your broker with voting instructions, your shares will not be voted at the special meeting. Failure to vote will have the same effect as voting against approval of the proposed amendment and approval of the Merger Agreement.

How to Change Your Vote (See Page __)

If you want to change your vote, just send the Secretary of Home a later-dated, signed proxy card before the special meeting or attend and vote at the special meeting. You may also revoke your proxy by sending written notice of revocation to the Secretary of Home before the special meeting. You should send any later-dated proxy or notice of revocation to:

          Home Bancorp
          132 East Berry Street
          P.O. Box 989
          Fort Wayne, Indiana 46801
          Attention: Secretary

Bank Regulators Must Approve the Merger (See Page __)

The Board of Governors of the Federal Reserve System, referred to as the Federal Reserve Board, must approve the merger. Old Kent filed its application for approval with the Federal Reserve Board on July 25, 2000.

Certain Conditions Must Be Met Before the Completion of the Merger (See Page )

There are a number of conditions that must be met before Old Kent and Home will be required to complete the merger. These conditions include the following, among others:

Certain conditions to the merger may be waived by the party for whose benefit they are provided.

Old Kent and Home Have Entered into a Stock Option Agreement (See Page __)

Old Kent entered into a stock option agreement with Home that grants Old Kent the option to buy up to 198,092 shares of Home common stock. The exercise price of the option is $14.75 per share.

To increase the likelihood that the merger will be completed, Old Kent required Home to grant the option as a prerequisite to entering into the Merger Agreement. The option may discourage third parties who are interested in acquiring a significant stake in Home from doing so.

The option is not currently exercisable. Old Kent may exercise the option only if an initial triggering event and a subsequent triggering event occur. Initial triggering events include, among others:

A subsequent triggering event occurs if Home enters into an extraordinary transaction with a third party other than Old Kent, such as a merger, sale of substantially all of Home's assets, a sale of at least 25% of Home's then outstanding common stock, or if any third party other than Old Kent acquires more than 25% of Home's then outstanding common stock.

The stock option agreement is attached as Appendix B. You are encouraged to read it carefully.

Federal Income Tax Consequences of the Merger (See Page __)

The merger is structured so that you are not expected to recognize any gain or loss for federal income tax purposes from the merger, except to the extent you receive cash in lieu of fractional shares. However, due to the complexities of federal, state, and local

income tax laws, you are strongly recommended to consult your own tax advisors concerning the tax consequences to you of the merger.

You Do Not Have Dissenters' Rights (See Page __)

Under Indiana law, you are not entitled to dissenters' rights with respect to the proposed amendment or the merger.

Interests of Home Officers and Directors
in the Merger (See Page )

Certain directors and officers of Home and Home Loan Bank may be deemed to have interests in the merger in addition to their interests generally as shareholders of Home. Such interests include the right of certain directors and officers to receive severance payments and extended insurance benefits pursuant to the terms of existing employment agreements.

Upon the completion of the merger, Old Kent will assume all the rights, duties, and obligations under Home's stock option plan. Any unexercised options granted more than six months prior to the completion of the merger will entitle the holder to receive an amount equal to the excess of the fair market value on the date of exercise of a number of shares of Old Kent common stock equal to the Exchange Ratio under the Merger Agreement over the option exercise price multiplied by the number of shares of Home common stock for which the option is exercised. The amount will be payable fully in Old Kent common stock. As of July 24, 2000, executive officers and directors of Home as a group held options to purchase a total of 40,724 shares of Home common stock.

Accounting Treatment of the Merger
(See Page )

Old Kent and Home intend to account for the merger under the purchase method of accounting for business combinations.

Comparative Market Prices of Old Kent and Home Stock

Old Kent common stock is traded on the New York Stock Exchange under the symbol "OK." Home common stock is traded on The Nasdaq Stock Market's National Market under the symbol "HBFW."

The following table sets forth the closing prices per share of Old Kent common stock and Home common stock (1) averaged over each day that the stock was traded in May 2000, the last full calendar month before the merger was announced, (2) on June 14, 2000, the business day preceding the public announcement that Old Kent and Home had entered into the Merger Agreement, and (3) on ______, 2000, the last full trading day for which closing prices were available at the time of the printing of this prospectus and proxy statement.

The following table also sets forth the equivalent price per share of Old Kent common stock and Home common stock on the dates and period indicated. The equivalent price per share is equal to the closing price of a share of Old Kent common stock on that date multiplied by 0.6945, the number of shares of Old Kent common stock to be issued in exchange for each share of Home common stock.

(1) adjusted for Old Kent's 5% stock dividend paid July 14, 2000.

This equivalent per share price reflects the value of the Old Kent common stock you would receive for each share of your Home common stock, based on the prices stated.

Selected Financial Data
(Unaudited)

          The following financial information is provided to aid you in your analysis of the financial aspects of the merger. This information is derived from Old Kent's and Home's audited financial statements for 1995 through 1999 and their unaudited financial statements for the three months ended March 31, 2000. This information is only a summary. You should read it in conjunction with the historical financial statements (and related notes) contained or incorporated by reference in Old Kent's and Home's annual reports on Form 10-K, quarterly reports on Form 10-Q, and other information filed with the Securities and Exchange Commission. Home's 1999 Annual Report to Shareholders and excerpts from Home's 2000 Second Quarter Report have been attached as Appendix D and Appendix E, respectively, for your convenience. Because Home has a fiscal year ending September 30 and Old Kent has a fiscal year ending December 31, full year financial results are not entirely comparable. See "Where You Can Find More Information" below.

Unaudited Pro Forma Combined Condensed Financial Information

          Old Kent and Home expect that the merger will be accounted for as a purchase. The pro forma combined financial information attempts to estimate the effect of the merger on Old Kent's and Home's historical financial positions as of the dates listed below. Because Old Kent and Home have different fiscal years and Old Kent will be the surviving corporation after the merger, the pro forma financial information is presented on a December 31 calendar-year basis, which date is consistent with Old Kent's historical fiscal year-end. The pro forma consolidated condensed financial statements have been derived from, and should be read in conjunction with, the historical consolidated financial statements and the notes to these financial statements, both of which are included in or as exhibits to Old Kent's and Home's Form 10-K and 10-Q filings and are incorporated by reference. The pro forma combined financial information may not be indicative of the results that actually would have occurred if the merger had been in effect on the dates indicated or that may be attained in the future. In preparing the pro forma combined financial statements, the fact that the merger will be accounted for under the purchase method of accounting has been given effect.

          Under the "risk-based" capital guidelines presently in effect for banks and bank holding companies, minimum capital levels are based on the perceived risk in the various asset categories. Certain off-balance-sheet instruments such as loan commitments and letters of credit require capital allocations. Bank holding companies such as Old Kent and Home are required to maintain minimum risk-based capital ratios. Old Kent's and Home's ratios are above the regulatory minimum guidelines and each of Old Kent's and Home's subsidiary banks met the regulatory criteria to be categorized as "well-capitalized" institutions at March 31, 2000. The "well-capitalized" classification may permit financial institutions to minimize the cost of Federal Deposit Insurance Corporation insurance assessments by being charged a lesser rate than those that do not meet this definition. Designation as a "well-capitalized" institution does not constitute a recommendation by federal bank regulators. The following table shows capital ratios and requirements as of March 31, 2000:

Comparative Per Share Information

          The following summarizes the per share information for Old Kent and Home on an historical, unaudited pro forma combined, and equivalent basis. The Home "Per Share Equivalents" are calculated by multiplying the Unaudited Pro Forma Combined per share amounts by 0.6945 - the number of shares of Old Kent common stock that you will receive in exchange for each of your shares of Home common stock.

          The pro forma data does not show the results of future operations or the actual results that would have occurred had the merger occurred at the beginning of the period presented. The pro forma financial data have been included in accordance with the rules of the Securities and Exchange Commission and are provided for comparative purposes only. The information presented below has been restated to reflect Old Kent's stock dividend.

As of ____, 2000, there were shares of Old Kent common stock issued and outstanding held by approximately holders of record. As of _____, 2000, there were shares of Home common stock issued and outstanding held by approximately holders of record.

The Special Meeting

Date, Time and Place of the Special Meeting

          The special meeting of shareholders of Home is scheduled to be held as follows:

[Date, time, and address of
meeting to be completed]

Purpose of the Special Meeting

          The special meeting is being held so that shareholders of Home may consider and vote upon (1) a proposal to amend Article 11 of Home's Articles of Incorporation, (2) a proposal to approve the Merger Agreement among Home, Old Kent, and a wholly owned subsidiary of Old Kent, and (3) any other business that properly comes before the special meeting or any adjournment or postponement. Approval of the Merger Agreement will also constitute approval of the merger and the other transactions contemplated by the Merger Agreement.

          If the holders of a majority of Home's outstanding common shares approve the proposed amendment to Article 11 and approve the Merger Agreement, and other requirements are met, Old Kent will acquire Home. You would receive 0.6945 of a share of Old Kent common stock for each share of Home common stock you hold, plus cash (without interest) in lieu of any fractional share of Old Kent common stock that you would be entitled to receive.

Shareholder Record Date for the Special Meeting

          Home's board of directors has fixed the close of business on ____, 2000 as the record date for determination of Home common shareholders entitled to receive notice of and to vote at the special meeting. On the record date, there were shares of Home common stock outstanding, held by approximately ____ holders of record.

Vote Required for the Approval of the Proposed Amendment and Merger Agreement

          A majority of the outstanding shares of Home common stock entitled to vote at the special meeting must be represented, either in person or by proxy, to constitute a quorum at the special meeting. The affirmative vote of the holders of at least a majority of Home common stock outstanding and entitled to vote at the special meeting is required to approve both the proposed amendment and the Merger Agreement. You are entitled to one vote for each share of Home common stock held by you on the record date.

          As of the record date for the special meeting, directors and executive officers of Home and their affiliates beneficially owned approximately 192,813 shares of Home common stock, which stock represented approximately 9.53% of all outstanding shares of Home common stock entitled to vote at the special meeting.

Proxies and Effect on Vote

          All shares of Home common stock represented by properly executed proxies received before or at the special meeting and not revoked will be voted in accordance with the instructions indicated on the proxy card. If a properly executed proxy is returned and no instructions are indicated, the Home common stock represented by the proxy will be considered present at the special meeting for purposes of determining a quorum and for purposes of calculating the vote and will be voted FOR approval of the proposed amendment to Article 11 and FOR approval of the Merger Agreement. You are urged to mark the boxes on the proxy to indicate how to vote your shares.

          If a properly executed proxy is returned and the shareholder has specifically abstained from voting on either the proposal to approve the proposed amendment or the proposal to approve the Merger Agreement, the Home common stock represented by the proxy will be considered present and entitled to vote at the special meeting for purposes of determining the existence of a quorum but will not be considered to have been voted in favor of either proposal. If a broker or other nominee holding shares of Home common stock in street name signs and returns a proxy but indicates on the proxy that it does not have discretionary authority to vote certain shares on the proposed amendment to Article 11 or on the adoption of the Merger Agreement, those shares will be considered present at the meeting, but not entitled to vote. They will therefore not be counted for purposes of determining the presence of a quorum and will not be considered to have been voted for approval of the proposed amendment to Article 11 or for approval of the Merger Agreement.

          Because approval of the proposed amendment and approval of the Merger Agreement requires the affirmative vote of at least a majority of all shares of Home common stock outstanding as of the record date, abstentions, failures to vote, and broker non-votes will have the same effect as a vote against the approval of the proposed amendment and the adoption of the Merger Agreement.

          Home does not expect that any matter other than the approval of the proposed amendment to Article 11 and the adoption of the Merger Agreement will be brought before the special meeting. If, however, other matters are properly presented, the persons named as proxies will (subject to applicable law) vote in accordance with their judgment with respect to those matters.

Revocation of Proxies

          You may revoke your proxy at any time before it is voted by:

Attendance at the special meeting will not in and of itself constitute revocation of a proxy. You should send any later-dated proxy or notice of revocation of a proxy to:

          The proxy that accompanies this prospectus and proxy statement is being solicited by the board of directors of Home. In addition to solicitations by mail, directors, officers, and regular employees of Home and its subsidiaries may solicit proxies from shareholders personally or by telephone or other electronic means. Such individuals will not receive any additional compensation for doing so. Home will bear its own costs of soliciting proxies. Home will also make arrangements with brokers and other custodians, nominees and fiduciaries to send this prospectus and proxy statement to beneficial owners of Home common stock and, upon request, will reimburse those brokers and other custodians for their reasonable expenses in forwarding these materials.

          You should not send in any stock certificates with your proxies. A transmittal form with instructions for the exchange of your Home stock certificates will be mailed to you as soon as practicable after completion of the merger.

Proposed Amendment to Article 11 of the Articles of Incorporation

Amendment to Article 11 Necessary to Effect the Merger

          Currently, Section 11.01 of Article 11 of Home's Articles of Incorporation contains a provision that could inhibit Old Kent's ability to enter into the Merger Agreement and engage in the merger with Home.

          Section 11.01 prohibits any person or entity from directly or indirectly offering to acquire or acquiring the beneficial ownership of more than 10% of any class of equity of Home. If any shares are acquired in violation of Section 11.01, all shares beneficially owned in excess of 10% shall be considered "excess shares" and shall not be counted as shares entitled to vote and will not be voted by any person or counted as voting shares in connection with any matters submitted to the shareholders for a vote. The term "offer" includes every offer to buy or otherwise acquire, solicitation of an offer to sell, tender offer for, or request or invitation for tenders of a security or interest in a security for value. The term "acquire" includes every type of acquisition, whether effected by purchase, exchange, operation of law or otherwise.

          The Merger Agreement recommended by the board of directors might be construed as an "offer to acquire" under Article 11. If Old Kent offers to acquire, or actually acquires, more than 10% of Home's common stock under the Merger Agreement, any amount of stock that Old Kent acquired under the Merger Agreement over 10% of the total of all equity securities of Home could become "excess shares" that are stripped of any voting rights.

Proposed Amendment to Article 11

          The board of directors of Home recommends that Article 11 of Home's Articles of Incorporation be amended to provide as follows:

ARTICLE 11

Effect of Former Article 11

          Article 11 of these Articles of Incorporation as in effect from the date of incorporation of the Corporation to the date this amended Article 11 was filed with the Secretary of State of the State of Indiana ("Former Article 11") shall be of no further force and effect after such filing date. The Board of Directors of the Corporation is authorized to exempt retroactively from the provisions of Former Article 11 any acquisition of securities of any class of equity securities of the Corporation made by any person or entity at any time which may be deemed to have been an acquisition of securities of the Corporation made in violation of Former Article 11.

          The proposed amendment would repeal the existing Article 11 in its entirety and replace it with a provision that grants Home's board of directors the authority to retroactively exempt an acquisition of Home common stock or offer to acquire Home common stock from the provisions of Article 11 that are repealed by the amendment.

          The proposed amendment would allow Home to engage in an acquisition transaction by preventing the Merger Agreement from constituting an offer to acquire more than 10% of Home's outstanding shares. In addition, the proposed amendment would prevent any shares that Old Kent acquires in excess of 10% from triggering the prohibition in the current Article 11. Thus, the shares in excess of 10% of the beneficial ownership of Home's common stock would not be considered "excess shares" and would retain their full voting rights. Without this Amendment, the current language in Article 11 could significantly impede the Merger.

Recommendation for the Proposed Amendment

          The affirmative vote of the holders of a majority of Home's outstanding common shares is required to approve the amendment to Article 11. The Merger is contingent upon the amendment of Article 11 as described above. Because the board of directors of Home has determined that the Merger of Home with Old Kent is in the best interests of Home and its shareholders, and the above amendment to Article 11 could be necessary to effect the Merger, Home's board of directors has unanimously approved the proposed amendment and recommends that the shareholders approve it.

Your board of directors unanimously recommends
that you vote FOR the proposed amendment.

The Merger and Merger Agreement

          The Agreement and Plan of Merger, attached as Appendix A (the "Merger Agreement"), and the Stock Option Agreement, attached as Appendix B, are incorporated in this prospectus and proxy statement by reference and should be carefully considered. Various provisions of the Merger Agreement and the Stock Option Agreement have been summarized in this prospectus and proxy statement for your information. However, the Merger Agreement and the Stock Option Agreement, not this summary, are the definitive statements of the terms of the merger.

What You Will Receive

          If Home shareholders approve the Merger Agreement and the merger is completed, Old Kent will acquire Home and as a result, will own all the assets of Home and its subsidiary. In exchange, you will receive 0.6945

shares of Old Kent common stock for each of your shares of Home common stock (referred to as the "Exchange Ratio"). Old Kent will not issue fractional shares of Old Kent common stock in the merger. Instead, if you would otherwise be entitled to receive a fraction of a share of Old Kent common stock, you will receive an amount of cash determined by multiplying the amount of the fractional share by the closing price per share of Old Kent common stock on New York Stock Exchange for the second trading day prior to the date of the Closing of the merger.

          Attached to each share of Old Kent common stock that you will receive in the merger will be a fraction of an associated Old Kent Series C Preferred Stock Purchase Right (referred to as an "Old Kent Right"). Each Old Kent Right represents a right to purchase 1/100 of a share of Old Kent's Series C preferred stock. However, until the occurrence of certain events, generally involving a change of control of Old Kent, the Old Kent Rights are not exercisable, are evidenced by the certificates representing Old Kent common stock, and may be transferred only with such shares of Old Kent common stock. In this prospectus and proxy statement, the term "Old Kent common stock" includes both Old Kent's common stock and these Old Kent Rights. See "- Description of Old Kent Common Stock" and "- Comparison of Rights of Old Kent and Home Shareholders" below for a more detailed discussion of the Old Kent Rights.

          The Exchange Ratio is subject to certain upward or downward adjustments based upon the occurrence of certain events between the date of this prospectus and proxy statement and the completion of the merger that would result in changes in the number of shares of Old Kent or Home common stock outstanding. The purpose of any such adjustment is to prevent dilution of the respective interests of the shareholders of Old Kent and Home. The Exchange Ratio has been adjusted to reflect the Old Kent 5% stock dividend paid on July 14, 2000. If Old Kent declares another stock dividend or stock split and the record date occurs before the completion of the merger, the parties will further adjust the Exchange Ratio by (1) multiplying it by the total number of shares of Old Kent common stock that are outstanding as of the record date for the stock dividend or split plus the additional number of shares to be issued as part of the stock dividend or split, and (2) dividing it by the total number of shares of Old Kent common stock outstanding as of the record date for the stock dividend or split.

          The Merger Agreement also provides that the Exchange Ratio may be adjusted for other transactions, such as a reclassification, consolidation, or merger that would substantially change the number and value of outstanding shares of Old Kent common stock. If one of these types of transactions occurs, Home shareholders will be entitled to an adjustment in the Exchange Ratio that is equitable under the circumstances. Old Kent and Home do not expect that any events necessitating an adjustment to the Exchange Ratio will occur.

          At the effective time of the merger, Old Kent will assume all outstanding options to purchase shares of Home common stock. As a result, such options will then represent the right to receive an amount equal to the excess of the fair market value of Old Kent common stock issuable for each share of Home common stock in the merger over the option exercise price multiplied by the number of shares of Home common stock for which the option could have been exercised prior to the completion of the merger over the aggregate option exercise price. This amount will be payable fully in Old Kent common stock. This right to receive the amount stated above only applies to those options that were granted at least six months prior to the effective time of the merger and that remain unexercised at and after the completion of the merger.

          In addition, at the effective time of the merger, Old Kent shall assume the rights, duties, and obligations of Home with respect to Home's Restricted Stock Plan. The terms and conditions of the plan and restricted stock issued under the plan will be the same as Home's Restricted Stock Plan and restricted stock issued thereunder, except that Home common stock issued pursuant to the Restricted Stock Plan will be converted to Old Kent common stock in a manner consistent with the Exchange Ratio. At and after the effective time of the merger, no additional restricted stock may be issued under the Restricted Stock Plan.

Structure of the Merger

          To facilitate the acquisition of Home, Old Kent formed a wholly owned subsidiary, OK Acquisition Corporation, solely for purposes of the transaction. OK Acquisition Corporation will be merged with and into Home, and Home will become a wholly owned subsidiary of Old Kent in accordance with the Merger Agreement, the Michigan Business Corporation Act, and the Indiana Business Corporation Law. Immediately following the merger, Old Kent presently intends to liquidate and dissolve Home, and all of the assets of Home will be owned directly by Old Kent.

Background of the Merger

          Home was formed as an Indiana corporation on December 14, 1993 to act as the holding company for Home Loan Bank fsb upon completion of the conversion of Home Loan Bank from a mutual to a stock form. On March 29, 1995, upon completion of the conversion, Home acquired all of the capital stock of Home Loan Bank fsb.

          Home experienced significant management changes during the latter part of 1999, with the resignation of Matthew P. Forrester, former Senior Vice President, Treasurer and Chief Financial Officer of Home, and the retirement of W. Paul Wolf, former Chairman of the Board, President and Chief Executive Officer of Home. Messrs. Forrester and Wolf also resigned and retired, respectively, as directors of Home and from all positions with Home Loan Bank fsb. Mr. Forrester notified Home's board of directors of his resignation to accept a position as president of another financial institution in July, 1999, with the resignation effective October, 1999. Mr. Wolf retired effective October 12, 1999.

          C. Philip Andorfer was appointed Chairman of Home on October 12, 1999, and Marvin C. Schumm was appointed Interim President and Chief Executive Officer of Home Loan Bank in November, 1999.

          In October, 1999, the board of directors of Home engaged Austin Financial Services, Inc. ("Austin Financial") to act as its financial advisor in reviewing various strategic alternatives available to Home. Austin Financial was requested, among other things, to assess and to report in detail on current market conditions for financial institutions mergers and, if requested by the board of directors, to assist in identifying and contacting a limited number of financial institutions that might be interested in a transaction with Home. The preliminary findings of Austin Financial were reviewed with the board of directors of Home at meetings held on January 18, and February 4, 2000.

          At a meeting held on February 15, 2000, Home's board authorized Austin Financial to contact a discrete number of financial institutions that Austin Financial believed might be interested in a possible business combination with Home. In that regard, Home authorized Austin Financial to solicit, on a confidential basis, non-binding indications of interest for the acquisition of Home by those institutions, with the understanding that the board had not yet determined that the sale of Home was desirable and in the best interests of Home's shareholders.

          Austin Financial distributed 30 sets of materials pertaining to Home to interested parties, including a financial institution that had indicated to Home in September 1999 an interest in acquiring Home. This financial institution expressed at that time the possibility of paying an acquisition price, consisting of cash and stock of the financial institution. This non-binding expression of interest indicated a possible price range that was higher than the current market value of the consideration being offered by Old Kent in the merger, based on current market prices. The indication of interest was conditioned on a number of factors, including due diligence and approval of that financial institution's board of directors. Home's board elected not to pursue further discussions at that time. This financial institution, when solicited by Austin Financial in April 2000, declined to submit a non-binding indication of interest. (It should be noted that between September 1999 and May 2000, prices of stocks of financial institutions in the public markets experienced a general decline, and the price of Home's stock experienced a substantial decline.)

          At a special meeting held on May 24, 2000, Home's board of directors met with Austin Financial. At the meeting, Austin Financial advised the board of directors that it had received non-binding letters of interest to buy Home from five institutions and presented its report analyzing each of the proposals. In connection with its analysis, Austin Financial presented a financial review of each of the potential transactions and financial analysis of the proposed consideration. The board of directors reconvened on May 25, 2000. After extensive discussion and careful consideration, the board authorized proceeding to attempt negotiation of specific terms and conditions of an agreement of merger between Home and Old Kent based upon terms conveyed in Old Kent's nonbinding preliminary expression of interest letter dated May 19, 2000.

          On May 31, 2000, Home's board of directors met with senior executives of Old Kent who provided information regarding the policies and practices of Old Kent, responded to questions regarding Old Kent, and discussed matters pertaining to a possible business combination between Old Kent and Home.

          On June 2, 2000, Home engaged the law firm of Thompson Hine & Flory LLP ("TH&F") as special counsel to assist Home with negotiation and implementation of a definitive merger agreement with Old Kent. Representatives of Old Kent conducted a due diligence examination of Home from June 2 through June 15, 2000, contemporaneously with negotiation of a definitive merger agreement by legal counsel for Home and legal counsel for Old Kent. Representatives of Home also conducted a due diligence examination of Old Kent during this period. The objective of the parties was to finalize due diligence and to negotiate a definitive merger agreement containing terms consistent with the non-binding expression of interest of Old Kent, to be presented, together with related agreements, to the board of directors of Home as soon as feasible.

          A special meeting of the board of directors of Home was held on June 15, 2000, at which all directors were present. Representatives of Austin Financial and TH&F also attended the meeting, as did Mr. Schumm, and reported their findings with respect to negotiations with Old Kent and its legal counsel during the prior weeks. The representatives of Austin Financial and TH&F reviewed in detail the Merger Agreement, as well as a proposed stock option agreement and related ancillary agreements which had been distributed to the directors prior to the meeting. Substantial discussions ensued with respect to specific aspects of the proposed transaction. Representatives of Austin Financial advised the board that they believed that the financial terms of the Merger, including the consideration to be paid to Home's shareholders, were fair to the shareholders of Home from a financial point of view. Mr. Schumm noted that the representatives of Old Kent had conducted a thorough due diligence in a professional manner and that the proposals of Old Kent with respect to operation of Home following the proposed merger, as well as the reputation of Old Kent generally, provided excellent opportunities for its customers and employees and the communities served by Home.

          After extensive discussion the board of directors of Home determined that, based on Austin Financial's financial analysis, the trends in the financial services industry, Home's current condition and prospects, Old Kent's reputation and history, and discussions between Home management and Old Kent management, it was in the best interests of the shareholders and other proper constituents of Home that Home approve the Merger Agreement. The board of directors voted unanimously to approve the Merger Agreement and related agreements; to authorize the appropriate officers of Home to execute and deliver same and take other actions consistent therewith; and to recommend that the Merger Agreement be approved by the shareholders of Home.

          Home and Old Kent finalized and executed the Merger Agreement on June 15, 2000. A joint press release announcing the proposed merger was issued before the opening of the New York Stock Exchange on June 16, 2000.

Merger Recommendation and Reasons for the Merger

Home

          The Home board of directors, with the assistance of outside financial and legal advisors, evaluated the financial, legal and market considerations impacting the decision to proceed with the merger. The terms of the merger, including the exchange ratio, are the result of arm's-length negotiations between the representatives of Home and Old Kent. In deciding to proceed with the transaction, the board considered a number of material factors with a view to maximizing shareholder value in the intermediate and long-term, including the following:

          The board of directors of Home also believes that, by becoming part of a larger organization with greater resources, Home will be able to serve its customers and communities better and to provide a broad array of products and services that will be competitive with those other financial service providers in Indiana. In addition, Old Kent will be able to provide greater career opportunities for Home's employees.

Old Kent

          Old Kent believes the proposed merger with Home will enable Old Kent to establish a presence in Fort Wayne and the surrounding communities in northeast Indiana. Old Kent believes that its expansion into Indiana should supplement Old Kent's strong presence in Illinois and Michigan and contribute to Old Kent's overall ability to compete in the national banking industry.

Opinion of Home's Financial Advisor

          On March 11, 2000, Home retained Austin Financial to act as Home's financial advisor in connection with possible strategic alliances and other transactions with financial institutions and financial service corporations. As part of its engagement, Austin Financial advised Home's board on the current market for financial institution transactions and mergers, including the range of prices being paid in bank and thrift merger transactions involving acquired companies with asset size, financial condition, loan portfolios, profitability, and market penetration similar to those of Home. If the Home board determined to further explore a merger transaction, Austin Financial agreed to identify and contact a limited number of suitable candidates, prepare a confidential memorandum package, evaluate indications of interest and provide other investment banking assistance, including, if requested by Home's board of directors, to render an opinion with respect to the fairness, from a financial point of view, to the holders of Home's common stock, of the consideration to be paid in any transaction.

          Austin Financial is an investment banking firm specializing in the banking and financial services industry. Austin Financial is regularly engaged in the valuation of businesses and securities in connection with mergers and acquisitions, private placements and valuations for estate, corporate and other purposes. Austin Financial previously provided general consulting services to the Home board, including advice on corporate governance issues, such as retirement planning for its executives and management succession, and assisted on certain financial analysis projects. Home selected Austin Financial as its financial advisor in connection with the possible business combination based upon Austin Financial's qualifications, expertise, and reputation and the board's own experience in working with Austin Financial in the past.

          Austin Financial rendered oral and written opinions to Home's board of directors to the effect that the exchange ratio for the proposed merger is fair, from a financial point of view, to the shareholders of Home. Austin Financial orally advised the board of directors that the terms of the merger, including the exchange ratio, are fair, from a financial point of view, to the shareholders of Home at the meeting of the board of directors held

          No limitations were imposed by the board of directors of Home upon Austin Financial with respect to the investigations made or procedures followed by Austin Financial in rendering its opinion. The full text of the July 26, 2000 opinion of Austin Financial, which sets forth assumptions made, matters considered and limits on the review undertaken by Austin Financial, is attached as Appendix C. Home's shareholders are urged to read this opinion in its entirety.

          Austin Financial's opinions are directed only to the fairness, from a financial point of view, of the terms of the proposed merger and do not constitute a recommendation to any Home shareholder as to how such shareholders should vote at the special meeting of Home shareholders or any other matter.

          In connection with its opinions, Austin Financial reviewed material bearing upon the financial operating conditions of Home including, but not limited to: (1) Home's 1999 Annual Report; (2) Home Loan's Thrift Financial Report for the years 1994-1999 and for the first quarter of 2000; (3) Uniform Thrift Performance Report of Home Loan as of March 31, 2000; (5) Home Loan's investment security portfolio as of May 31, 2000; (6) Home's and Home Loan's statement of financial condition as of May 31, 2000; (7) Home Loan's interest rate schedule as of May 31, 2000; (8) Home Loan's nonaccrual loan list as of May 31, 2000; (9) other internally-prepared financial and operating information of Home and Home Loan; (10) publicly available data concerning certain other regional banks/thrifts and bank/thrift holding companies merger and acquisition transactions believed relevant to its inquiry; and (11) the Agreement.

          Furthermore, Austin Financial took into account its assessment of general economic market and financial conditions and its experience in other transactions, as well as its experience in securities valuation and general knowledge of the banking industry. Austin Financial's opinions were based upon conditions as they existed and could be evaluated on the date of the opinions and the information made available to Austin Financial through those dates.

          Austin Financial did not perform an independent evaluation of the assets and liabilities of Home or Old Kent, but relied upon the accuracy and completeness of all of the financial and other information provided to it by Home and Old Kent or from public sources. Nor did Austin Financial independently verify the adequacy of the aggregate allowances for loan losses set forth in the balance sheet of Home and Old Kent at May 31, 2000, and assumed on this date that such allowances complied fully with applicable law, regulatory policy, and sound banking practice. However, Austin Financial did perform the following due diligence of Old Kent: (1) reviewed Old Kent's 1999 Annual Report; (2) reviewed SEC Form 10-Q of Old Kent for the first quarter of 2000; (3) reviewed Old Kent's watch loan list as of June 13, 2000; (4) reviewed litigation matters involving alleged claims for $1,000,000 or more against Old Kent; (5) reviewed Old Kent's previous two years of regulatory examinations; (6) reviewed historical and recent reported price and trading activity for Old Kent's common stock; (7) discussed the foregoing as well as posed several questions to Old Kent's management and representatives concerning matters that could have a material impact on the future value of Old Kent's common stock.

          In its analyses, Austin Financial made numerous assumptions with respect to industry performance, business and economic conditions, and other matters, many of which are beyond the control of Home and Old Kent. Any estimates contained in Austin Financial's analyses do not necessarily denote future results since many unforeseen occurrences could affect or alter such estimates. No financial institution or transaction utilized in Austin Financial's analyses was identical to Home or Old Kent or the Merger Agreement. Accordingly, such analyses are not based solely on arithmetic calculations; rather, they involve complex considerations and judgments by Austin Financial concerning differences in financial and operating characteristics of the relevant financial institutions, the timing of the relevant transactions and prospective buyer interest, as well as other factors that could affect the public trading markets of the financial institution or financial institutions to which they are being compared.

          The following is a brief description of the analysis of Home based on the written opinion attached at Appendix C.

          Using the discounted future cash flow valuation method, Austin Financial projected Home's cash flow from June 1, 2000 through May 31, 2005. The principal behind the discounted future cash flow analysis is that the worth of a business is equal to the future expected cash flow discounted at a rate that reflects the yield a prudent investor would require on a similar investment. Besides determining five years of cash flows, Austin Financial also estimated Home's residual value as of May 31, 2005. The residual value represents the value of the institution beyond the explicit forecasted period. This value is calculated using the cash flow during the year following the final projected year. The steps involved in determining the value of Home utilizing the discounted future cash flow method included the following: (1) the earnings for each year of the forecasted period that were in excess of the amount necessary to maintain a 6.00% equity capital to asset ratio were added to book charges such as concurrent estimated depreciation less any projected capital expenditures in order to determine future cash flow; (2) the future cash flows were then converted to a present value equivalent using a discount rate of 17.35%, which was determined from the use of the Capital Asset Pricing Model ("CAPM"); (3) the residual value was then calculated by dividing the projected cash flow for the year subsequent to May 31, 2005 by the capitalization rate (the capitalization rate not only includes all aspects of the CAPM but also reflects the long-term income growth prospects of Home, as well as specific company risk factors); (4) the present value equivalent of the residual value was calculated using the 17.35% discount rate; and (5) the present value of the cash flows and the residual value were added together. The fair market value per share of Home's common stock resulting from this analysis was $17.03 (assumes 2,059,880 shares outstanding).

          Austin Financial also determined the fair market value of Home utilizing the adjusted book method as an alternative valuation method. This method requires a three-step process. First, the book value is determined. This figure is derived from the May 31, 2000 balance sheet, and it represents the summary measure of stockholders' claims against the assets, on a historical cost basis. Second, assets and liabilities are restated to their fair market values. The adjusted book value calculation considers each major asset and liability account classification. Finally, additional "off-balance sheet" adjustments are calculated, if necessary. The fair market value per share of Home's common stock resulting from this analysis was $21.76.

          Austin Financial accorded an equal weight to each of the values derived from its analysis in order to arrive at an aggregate value of Home. The weightings were based on Austin Financial's review of the financial position, history and recent performance of Home. The sum of the weighted values or $19.40 per share equates to the fair market value of Home as of May 31, 2000.

          Based on the exchange ratio of the Merger Agreement, a closing price per share of $28.625 for Old Kent's common stock as of July 24, 2000, the transaction would result in a $19.88 per share value for Home's shareholders. Therefore, the exchange ratio of the Merger Agreement would be fair, from a financial standpoint, to Home shareholders since the transaction would result in a positive margin of $0.48 per share in comparison to the fair market value of Home as determined by Austin Financial.

          For comparison purposes and not as another method to value Home, Austin Financial analyzed certain other mergers and acquisitions that were announced between November 1, 1999 and May 31, 2000, in the states of Indiana, Ohio, Illinois, and Michigan involving target financial institutions with assets under $850 million. Austin Financial compared the mean multiples of the price paid to both earnings and book value of the other financial institutions analyzed to the same multiples produced by the proposed merger. The price/earnings multiple and the price/book value multiple for the merger are 13.45 and 109.64, respectively, compared to 20.74 and 172.08 for the other transactions. See Appendix C for more details.

          The disparity in the above multiples may, in part, be explained by Home's significant interest rate risk due to its high percentage of fixed-rate mortgage loans. The average yield associated with Home's fixed-rate mortgage loans narrowly exceeds its cost of funds (liabilities). If interest rates increase, Home's deposits, accordingly, would be refinanced at a higher rate before an equal dollar amount in mortgage loans could be refinanced. This exposes Home to a potential narrowing of its net interest margin and, consequently, a significant reduction in earnings. It should be noted that the above multiples do not take into effect the anticipated 50% increase in dividends to Home's shareholders subsequent to the consummation of this merger.

          Home has agreed to pay Austin Financial for its services a fee of .90% of the total purchase consideration paid in the merger plus reasonable out-of-pocket expenses. During the two years preceding the date of this

          Austin Financial, in rendering its opinion, has assumed that the transaction will be a tax-free reorganization with no material adverse tax consequences to any of the parties involved. In addition, Austin Financial has assumed that in the course of obtaining the necessary regulatory approvals for the transaction, no condition will be imposed upon Home or Old Kent that will have a materially adverse impact on the contemplated benefits of the proposed transaction to Home and Old Kent and their shareholders.

          Based upon Austin Financial's analysis and subject to the qualifications described herein, considering all circumstances known to it and based upon other matters considered relevant, Austin Financial believes that as of July 26, 2000, the terms of the Merger Agreement, including the consideration to be received by Home shareholders, from a financial point of view, are fair to Home and its shareholders.

Closing and Effective Time of the Merger

          Old Kent and Home have agreed to schedule the closing of the merger on a mutually agreed upon date and anticipate that the closing will occur in October 2000. If they cannot agree upon a date, either party may schedule the closing by giving the other party five business days' prior written notice of the desired closing date. However, neither party may give such notice unless and until (1) all applicable government consents to or approvals of the merger have been obtained (including the expiration of any applicable waiting periods), and (2) Home's shareholders have approved the Merger Agreement. Home has agreed not to schedule the closing date before October 2, 2000 without Old Kent's express written consent.

          The "Effective Time" of the merger is the date and time following the closing that the merger is legally completed. The Effective Time will be specified in the Certificates of Merger filed with the states of Michigan and Indiana and will be a time and date selected by Old Kent. The Effective Time may not be later than five business days after the closing occurs.

Regulatory Approvals

          Before Old Kent and Home may complete the merger, Old Kent must receive the approval of the Federal Reserve Board. In addition, if and when the Federal Reserve Board approves the merger, Old Kent and Home must wait an additional 30 days before completing the merger to allow the U.S. Department of Justice to take further action to delay or block the merger. However, if the Department of Justice does not issue adverse comments during the first 15 days of this period, Old Kent and Home may complete the merger at that time. Old Kent filed its application for approval of the merger with the Federal Reserve Board on July 25, 2000. While Old Kent expects to receive Federal Reserve Board approval, no assurance can be made as to whether or when the approval will be given.

Bank Integration

          Old Kent is permitted to notify Home of its election to consolidate Home Loan Bank with Old Kent Bank, a wholly owned subsidiary of Old Kent, to transfer one or more branches of Home Loan Bank to Old Kent Bank or another Old Kent affiliate, to transfer one or more branches of Old Kent Bank or another Old Kent affiliate to Home Loan Bank (referred to as the "Bank Integration"), or to organize and acquire an "operating subsidiary" for permitted business activities upon the closing of the merger. If so elected, the Bank Integration will be effected in a manner determined by Old Kent Bank subject to applicable laws, upon terms and conditions not inconsistent with this Merger Agreement. This Bank Integration will only occur if the merger is consummated, and would become effective immediately after the closing of the merger or such later time as may be determined by Old Kent. To obtain the necessary regulatory approval for the Bank Integration to occur immediately after the closing of the merger, Home has agreed that it and Home Loan Bank will approve, adopt, execute, and deliver such corporate reorganization agreements, file such regulatory notices or applications, and take all other reasonable steps

          Old Kent does presently expect to exercise this right and cause Home Loan Bank to integrate with Old Kent Bank shortly after the effective time of the Merger.

Distribution of Old Kent Stock

          At the Effective Time of the merger, you will cease to be a shareholder of Home. Certificates that represented your shares of Home common stock outstanding immediately before the merger (referred to as "Old Certificates") will then represent the right to receive (1) shares of Old Kent common stock and (2) cash in lieu of fractional shares.

          If Old Kent declares a dividend on the Old Kent common stock payable to shareholders of record of Old Kent as of a record date after the merger, you will be entitled to receive that dividend. However, you will not actually receive dividends payable to holders of record of Old Kent common stock after the merger until you physically deliver your Old Certificates with properly submitted transmittal materials. Upon physical exchange of your Old Certificates, you will be entitled to receive from Old Kent an amount equal to all such dividends (without interest and less the amount of taxes, if any, that may have been imposed or paid) declared and paid with respect to those shares. If you elect to enroll in OK Invest Direct, Old Kent's dividend reinvestment and direct stock purchase plan, such amount will be credited to your OK Invest Direct account as a cash purchase for investment at the plan's next regular investment date.

          As soon as practicable after the merger, Old Kent will cause Old Kent Bank or another bank or trust company that Old Kent may designate (referred to as the "Exchange Agent") to send you transmittal materials to be used to exchange Old Certificates. You may then elect (1) to receive Old Kent common stock certificates, (2) to receive book entry shares registered on Old Kent's stock transfer records, or (3) to enroll in Old Kent's OK Invest Direct dividend reinvestment and stock purchase plan. If you elect to enroll in OK Invest Direct, any cash payable to you for fractional shares will be invested in Old Kent common stock at the Plan's next regular investment date. 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 by you of any of these options, you will receive book entry shares for your Old Certificates. Old Kent will deliver to the Exchange Agent that number of shares of Old Kent common stock issuable in the merger and the amount of cash payable for fractional shares in the merger.

          Promptly after you deliver your Old Certificates to the Exchange Agent, the Exchange Agent will register the shares of Old Kent common stock issuable to you in the name and at the address appearing on Home's stock records as of the time of the merger. The Exchange Agent will not be required to register the shares in that manner until it has received all of your Old Certificates (or an affidavit of loss and indemnity bond for such certificate or certificates), together with properly executed transmittal materials. Such Old Certificates, transmittal materials, and affidavits must be in a form and condition reasonably acceptable to Old Kent and the Exchange Agent. The Exchange Agent will have discretion to determine reasonable rules and procedures relating to the exchange (or lack thereof) of Old Certificates and the payment for fractional shares.

          After the merger, ownership of shares represented by Old Certificates may be transferred only on the stock transfer records of Old Kent. After the merger, Old Kent will not transfer any shares of Home common stock that were issued and outstanding immediately before the merger on the stock transfer books of Home. If, after the merger, a former Home shareholder properly presents Old Certificates to the Exchange Agent for transfer, the Exchange Agent will cancel and exchange the Old Certificates for shares of Old Kent common stock as provided in the Merger Agreement.

Exclusive Commitment to Old Kent

Board Recommendation

          In the Merger Agreement, the board of directors of Home has agreed to recommend approval of the Merger Agreement to Home shareholders, unless a "Fiduciary Event" has occurred and is continuing. A "Fiduciary Event" will be deemed to have occurred if and when the Home board of directors has:

          A "Superior Proposal" means any bona fide unsolicited offer, proposal, solicitation, or expression of interest made by a third party on terms that the Home board of directors determines in good faith, based on the written advice of Austin Financial or another financial advisor of nationally recognized reputation, to be more financially favorable to Home shareholders than the Merger Agreement.

          Withdrawal or modification of the Home board's recommendation of the merger will not be a breach of the Merger Agreement if a Fiduciary Event has occurred and Home provides Old Kent at least ten business days' advance notice. However, Old Kent will retain its rights under the Stock Option Agreement. The existence of such rights under the Stock Option Agreement may substantially reduce the likelihood that a Superior Proposal will be received (see "- Stock Option Agreement" below).

No Negotiations with Third Parties

          In addition to the commitment of the board of directors of Home to recommend the merger to its shareholders, Home has agreed that it (and its directors, officers, employees, attorneys, investment bankers, and other agents) will not directly or indirectly solicit or otherwise encourage any other party to make any proposal involving the sale of Home or Home Loan Bank. Further, Home has agreed that it (and its directors, officers, employees, attorneys, investment bankers, and other agents) will not negotiate with any other party regarding a possible sale of Home or, except as required by applicable law, provide any non-public information about itself or any of Home's subsidiaries to any party other than Old Kent, unless (1) a Fiduciary Event has occurred and is continuing or (2) the Home board of directors has received a Superior Proposal which it has not yet determined to accept and recommend. Before disclosing any information to a party other than Old Kent under such circumstances, Home must obtain from such party a confidentiality agreement with terms no less favorable to Home than the terms of the confidentiality agreement between Old Kent and Home, and Home can provide to such person only information that has been previously disclosed to Old Kent.

Conduct of Home Pending the Completion of the Merger

          In the Merger Agreement, Home made certain covenants to Old Kent. These covenants, which remain in effect until the merger is completed or until the Merger Agreement has been terminated, are summarized below.

Ordinary Course of Business

          Home has agreed to conduct its business and manage its property only in the usual, regular, and ordinary course in substantially the same manner as before the execution of the Merger Agreement. In particular, Home has agreed, among other things, to:

Dividends

          Home may not pay any dividends, or purchase or redeem any shares of Home stock, other than the payment of regular quarterly cash dividends in an amount per share not to exceed the lesser of two times Home's net income in the immediately preceding quarter or $0.10 per share per quarter, in a manner consistent with Home's prior practice. Old Kent and Home have agreed that they will cooperate to assure that the then-former shareholders of Home will not receive two dividends, or fail to receive one dividend, for any calendar quarter with respect to their Home common stock and Old Kent common stock that any such holder receives in exchange for its Home common stock.

Environmental Investigation

          Home has agreed to permit Old Kent to conduct an environmental assessment of each parcel of Home's currently owned real property, any other real estate formerly owned by Home or any of its subsidiaries to the extent permitted by the current owners of the property, and any real estate acquired by Home's subsidiaries in satisfaction of a debt previously contracted.

          If Old Kent discovers any facts or conditions that it reasonably believes could pose a current or future risk of a liability, interference with use, or diminution of value of the property that could be material, then Old Kent will identify that risk to Home, identify the facts or conditions underlying that risk, and provide Home with a copy of the environmental assessment for that property. In addition, Old Kent will obtain an estimate of the proposed scope of work and the cost of any further environmental investigation, remediation, or other follow-up work it reasonably deems necessary or appropriate to assess and, if necessary or appropriate, clean-up the environmental risk. All work plans for any investigation and clean-up will be mutually satisfactory to Old Kent and Home.

          If Old Kent and Home are unable to agree upon a course of action to promptly complete any investigation and clean-up and/or a mutually acceptable modification to the Merger Agreement, and Old Kent cannot be reasonably assured that the after-tax cost of the sum of (1) the actual cost of all investigative and remedial or other corrective actions or measures undertaken by Home, (2) the estimated cost of all investigative and remedial or other corrective actions or measures not undertaken by Home but required by law or necessary to avoid future exposure to material liability, and (3) all decreases in the value of such properties resulting from such environmental problems will not exceed, in the aggregate, $1,000,000; then Old Kent may terminate the Merger Agreement.

Technology-Related Contracts

          Home or its subsidiaries may not enter into any new technology-related agreement without the consent of Old Kent, which consent may not be unreasonably withheld if the agreement is necessary for Home to conduct business in the ordinary course through the time of the merger. Home has agreed to advise Old Kent of all anticipated renewals or extensions of existing data processing service agreements, data processing software license agreements, data processing hardware lease agreements and other material technology-related licensing or servicing agreements with independent vendors and to cooperate with Old Kent in negotiating with those vendors the length of any extension or renewal term of those agreements where such extension or term extends beyond the time of the merger. Home has agreed to send to each vendor, as and when due, such notices of nonrenewal as may be necessary or appropriate under the terms of the applicable agreements to prevent those agreements from automatically renewing for a term extending beyond the time of the merger. Such notices may be conditioned upon the completion of the merger. Notwithstanding the foregoing, Home is not obligated to take any irrevocable action, or irrevocably forego taking any action with respect to a technology-related contract, that would cause any such agreement to terminate, expire, or be materially modified before the merger.

Insurance and Indemnification

          Old Kent has agreed to honor any and all rights to indemnification and advancement of expenses existing, at the time of the merger, in favor of the directors and officers of Home and its subsidiaries under their articles of incorporation or existing bylaws. These enforceable contractual rights will remain in effect following the merger with respect to acts or omissions occurring before the merger with the same force and effect as prior to the merger.

          In addition, Old Kent has agreed to use all commercially reasonable efforts to cause the officers and directors of Home immediately prior to the merger to be covered for a period of at least six years immediately following the merger by the directors' and officers' liability insurance policy maintained by Home with respect to acts or omissions occurring before the merger that were committed by such officers and directors in their capacity as such. Old Kent may substitute for Home's current coverage new coverage under policies offering at least comparable coverage and amounts and containing terms and conditions that are not materially less advantageous than Home's current policy. However, in no event will Old Kent be required to pay, directly or indirectly through Home or its subsidiaries, more than $250,000 in the aggregate either to maintain or to procure insurance coverage pursuant to the Merger Agreement. Old Kent and Home have agreed to cooperate and use their best efforts to maximize the insurance coverage that may be obtained for the $250,000 aggregate amount. If Old Kent does not advise Home in

Management of Old Kent After the Merger

          Upon the completion of the merger, Old Kent's directors and executive officers will remain the same. Old Kent anticipates that some of the executive officers of Home and Home Bank Loan may become officers of Old Kent Bank upon the completion of the integration of Home Loan Bank into Old Kent Bank.

Conditions to Closing the Merger

Mutual Conditions to Close

          The obligations of each of Old Kent and Home to complete the merger are subject to the fulfillment of certain conditions, including the following:

          The term "Material Adverse Effect" is defined to mean any change or effect that, individually or when taken together with all other such changes or effects that have occurred before the date of determination of the occurrence of the Material Adverse Effect, has or could have a material negative impact on the business, assets, financial condition, results of operations, or value of Old Kent and its subsidiaries, taken as a whole, or, as the case may be, Home and its subsidiaries, taken as a whole; or the ability of Old Kent or Home, as the case may be, to satisfy the applicable closing conditions, consummate the merger or perform its obligations under the Stock Option Agreement. Notwithstanding the above, the following will not be included in any determination of a Material Adverse Effect: (1) changes in generally accepted accounting principles that are generally applicable to financial institutions and their holding companies; (2) actions and omissions of a party taken with the prior written consent of the other party; (3) changes in economic conditions (including a change in the level of interest rates) generally affecting financial institutions; and (4) fees, charges, and expenses reasonably related to the merger (such as any additional insurance coverages, employment and consulting services, legal, accounting, and investment banking fees and expenses, and severance and retention provisions).

Old Kent's Conditions to Close

          In addition, Old Kent's obligation to complete the merger is subject to the fulfillment of additional conditions, including the following:

Home's Conditions to Close

          In addition, Home's obligation to complete the merger is subject to the fulfillment of additional conditions, including the following:

Termination

          Prior to the merger, the Merger Agreement may be terminated by Old Kent or Home by mutual consent or may be terminated by either of them if the merger has not been completed on or before February 28, 2001.

Old Kent's Right to Terminate

          In addition, Old Kent may terminate the Merger Agreement and abandon the merger on its own action upon the occurrence of additional events specified in the Merger Agreement, including among others, the following:

Home's Right to Terminate

          In addition, Home may terminate the Merger Agreement and abandon the merger on its own action upon the occurrence of additional events specified in the Merger Agreement, including among others, the following:

Effect of Termination

          If either Old Kent or Home terminates the Merger Agreement in accordance with its terms, neither Old Kent, Home, nor any of their respective subsidiaries, officers or directors will be liable to the other party. The Stock Option Agreement (unless it is terminated in accordance with its terms) and certain provisions regarding confidentiality and expenses will survive the termination of the Merger Agreement. In addition, neither company will be released from liability to the other for any liabilities or damages arising out of its breach of any provision of the Merger Agreement.

Description of Old Kent Common Stock

          Old Kent's authorized capital stock consists of 300,000,000 shares of Old Kent common stock, $1.00 par value, and 25,000,000 shares of preferred stock, no par value, of which 3,000,000 shares are designated Series A preferred stock, 500,000 shares are designated Series B preferred stock, 1,000,000 shares are designated Series C preferred stock, 7,250 shares are designated Series D preferred stock, and 2,000 shares are designated Series E preferred stock. The 1,000,000 shares of Series C preferred stock are reserved for issuance pursuant to Series C Preferred Stock Purchase Rights governed by a rights agreement, dated January 20, 1997, as amended, between Old Kent and Old Kent Bank (the "Old Kent Rights Agreement") and none are outstanding. As of July 19, 2000,

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

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

          Preferred Stock Purchase Rights. Each share of Old Kent common stock has, and each share of Old Kent common stock to be issued in the merger will have, attached to it the number of Series C Preferred Stock Purchase Rights represented by each share of Old Kent common stock, as long as the Old Kent Rights are not separately transferable. As of the date of this prospectus and proxy statement, each share of Old Kent common stock represents 0.4113 of an Old Kent Right. The number of Old Kent Rights represented by each share of Old Kent common stock is subject to adjustment upon the occurrence of certain events set forth in the Old Kent Rights Agreement. See "- Comparison of Rights of Old Kent and Home Shareholders" below for a more detailed discussion of Old Kent Rights.

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

          Old Kent Series D and Series E preferred stock are entitled to dividends that are payable quarterly at the annual rate of 8%, based on their stated value of $1,000. The obligation to pay dividends is cumulative. Old Kent Series D preferred stock is senior as to dividends to the Old Kent Series E preferred stock, Old Kent Series C preferred stock, and Old Kent common stock. The Old Kent Series D and Series E preferred stock is not redeemable at the option of either Old Kent or the holder. The holder of Old Kent Series D preferred stock has the option to convert his or her stock into Old Kent common stock. If a change of control of Old Kent occurs that is not approved by the holders of a majority of the outstanding shares of Old Kent Series E preferred stock, the Old Kent Series E preferred stock will be converted into the right to receive a cash payment. Old Kent Series D preferred stock ranks on parity with the Old Kent Series E preferred stock and senior to the Old Kent Series C preferred stock and the Old Kent common stock as to rights upon liquidation. Old Kent Series D and Series E preferred stock does not carry any voting rights, but Old Kent may not issue any securities ranking, as to dividends or rights upon liquidation, senior to or on parity with the Old Kent Series D and Series E preferred stock without the prior approval of holders of a majority of the shares of Old Kent Series D or Series E preferred stock, as the case may be.

Stock Option Agreement

          As an inducement and condition to Old Kent's willingness to enter into the Merger Agreement, Home entered into the Stock Option Agreement with Old Kent. The Stock Option Agreement is attached as Appendix B to this prospectus and proxy statement.

          Pursuant to the Stock Option Agreement, Home has granted Old Kent an option to purchase up to 197,092 shares of Home common stock (referred to as the "Option"). The exercise price of the Option is $14.75 per share, subject to adjustment under specified circumstances described below. The exercise price, as so adjusted, is referred to as the "Option Price." The number of shares for which the Option is exercisable shall not exceed 9.999% of Home's issued and outstanding shares of common stock without giving effect to any shares subject or issued pursuant to the Option.

          The Option will become exercisable in whole or in part if both an "Initial Triggering Event" and a "Subsequent Triggering Event" occur with respect to Home before the expiration of the Option. The purchase of any shares of Home common stock pursuant to the Option is subject to compliance with applicable law, including, without limitation, the receipt of necessary approvals under the Bank Holding Company Act of 1956.

Initial Triggering Event

          Under the Stock Option Agreement, an "Initial Triggering Event" occurs upon the earliest of any of the following events or transactions:

          The term "Acquisition Transaction" is defined to include any of the following transactions: (1) a merger, consolidation or any similar transaction involving Home or its subsidiaries; (2) a purchase, lease, or other acquisition of all or substantially all of the assets or deposits of Home or any of its subsidiaries; (3) a purchase or other acquisition of securities representing 10% or more of the voting power of Home or any of its subsidiaries; or (4) any substantially similar transaction. The phrase "in anticipation of engaging in an Acquisition Transition" includes any action taken by Home's officers or board of directors after any written or oral, authorized or unauthorized, proposal or expression of interest has been communicated to any member of Home's management or board of directors concerning an Acquisition Transaction that in any way would involve Home and such proposal or expression of interest has not been withdrawn at the time of the action.

Subsequent Triggering Event

          Under the Stock Option Agreement, a "Subsequent Triggering Event" generally would occur upon the earlier of the following events:

Expiration of the Option

          The Option will expire upon the earliest of: (1) completion of the merger; (2) termination of the Merger Agreement in accordance with its terms, assuming that the termination occurs before the occurrence of an Initial Triggering Event; or (3) 18 months after the termination of the Merger Agreement if such termination follows an Initial Triggering Event. Old Kent may not exercise the Option at any time when it is in material breach of the Merger Agreement such that Home would be entitled to terminate the Merger Agreement pursuant to its terms. The Stock Option Agreement automatically terminates if Home terminates the Merger Agreement as a result of a material breach by Old Kent or if Old Kent or Home terminates the Merger Agreement due to a failure to obtain the consent or approval of any federal or state governmental authority necessary to complete the merger.

Exercise of the Option

          If the Option becomes exercisable, Old Kent may exercise it in whole or in part by giving notice within six months following the applicable Subsequent Triggering Event. Old Kent's right to exercise the Option and certain other rights under the Stock Option Agreement are subject to an extension to obtain required regulatory approvals and comply with applicable regulatory waiting periods, to avoid liability under Section 16(b) of the Exchange Act and to permit the passage of any cure periods associated with breaches of the Merger Agreement. The Option Price and the number of shares issuable under the Option would be adjusted in the event of specified changes in the capital stock of Home. In addition, Home has granted Old Kent certain registration rights with respect to the shares of Home common stock issued or issuable pursuant to the Option.

Repurchase and Surrender of the Option

          The Stock Option Agreement also provides that at any time after the occurrence of a "Repurchase Event," and upon a request delivered by Old Kent before the expiration of the Option, Home must repurchase the Option and all or any part of the shares received upon the full or partial exercise of the Option ("Option Shares"). The term "Repurchase Event" means the acquisition by any third party of beneficial ownership of 50% or more of the then outstanding shares of Home common stock or the completion of an Acquisition Transaction where the purchasing entity acquires 50% or more of the voting power of Home or any of its subsidiaries.

          The repurchase of the Option by Home from Old Kent will be at a price equal to the amount by which the "Market/Offer Price" exceeds the Option Price multiplied by the number of shares for which the Option may be exercised. A repurchase of Option Shares will be at a price per share equal to the Market/Offer Price. The term "Market/Offer Price" means the highest of: (1) the price per share at which a tender or exchange offer has been made for Home common stock; (2) the price per share of Home common stock that any third party is to pay pursuant to an agreement with Home; (3) the highest reported sale price per share of Home common stock within the six-month period immediately preceding the date that notice of the required repurchase is given; or (4) in the event of a sale of all or substantially all of the assets or deposits of Home or Home Loan Bank, the sum of the net price paid for such assets or deposits and the current market value of the remaining assets (as determined by a nationally recognized investment banking firm), divided by the number of shares of Home common stock outstanding at the time of such sale.

          The Stock Option Agreement also provides that Old Kent may, at any time following a Repurchase Event and before the expiration of the Option, surrender the Option (and any shares obtained upon the exercise of the Option that are still held by Old Kent) for a surrender fee equal to $2,000,000 (1) plus Old Kent's purchase price with respect to any shares purchased upon exercise of the Option and (2) minus the excess of the net cash amounts received by Old Kent pursuant to a sale of shares purchased upon exercise of the Option to any party over the Option Price.

          If, before the expiration of the Option: (1) Home enters into a transaction in which Home is not the surviving corporation, (2) as a result of a merger or plan of exchange, the capital stock of Home is exchanged for securities of any other entity or into cash or any other property or represents less than 50% of the outstanding shares and share equivalents of the merged or acquiring company, or (3) Home sells all or substantially all of its or its subsidiaries' assets; the Option shall be converted into a substitute option, with terms similar to those of the Option, to purchase capital stock of the entity that acquirer's or is the effective successor to Home or any entity that controls such acquiring or successor entity.

          The Stock Option Agreement provides that neither Old Kent nor Home may assign any of its rights or obligations under it without the written consent of the other party, except that if a Subsequent Triggering Event occurs before the expiration of the Option, Old Kent may, subject to certain limitations, assign its rights and obligations under the Stock Option Agreement in whole or in part.

Objectives of the Stock Option Agreement

          Arrangements such as the Stock Option Agreement are often entered into in connection with mergers and acquisitions between financial institutions such as Old Kent and Home in an effort to increase the likelihood that the transactions will be completed in accordance with their terms and to compensate the grantee of such an option (e.g., Old Kent) for its efforts undertaken and the expenses, losses, and opportunity costs incurred if the transaction is not completed under certain circumstances involving an acquisition or potential acquisition of the issuer of the option (e.g. , Home) by a third party. Old Kent and Home entered into the Stock Option Agreement to accomplish these objectives.

          The existence of the Option could significantly increase the cost to a potential third party purchaser of acquiring Home compared to the cost had Old Kent and Home not entered into the Stock Option Agreement. As a result, the Stock Option Agreement may have the effect of discouraging or precluding offers by third parties to acquire Home, even if such a third party was prepared to offer to pay consideration to Home shareholders that has a

          To the best knowledge of Old Kent and Home, as of the date of this prospectus and proxy statement, no event creating a right to exercise the Option has occurred.

Comparison of Rights of Old Kent and Home Shareholders

          If the merger is completed, you will become a shareholder of Old Kent. As an Old Kent shareholder, your rights will be governed by Old Kent's Restated Articles of Incorporation and Bylaws. Old Kent's organizational documents differ in certain material respects from Home's Articles of Incorporation and Bylaws. In addition, as a shareholder of Old Kent (a Michigan corporation), your rights will also be governed by the Michigan Business Corporation Act ("MBCA"), rather than the Indiana Business Corporation Law (the "IBCL"), which act governs your rights as a shareholder of Home (an Indiana corporation).

          The following comparison of the MBCA and Old Kent's Restated Articles of Incorporation (which include the Certificate of Designation of Series D and Series E Preferred Stock) and Bylaws, on the one hand, and the IBCL and Home's Articles of Incorporation and Bylaws, on the other, is not intended to be complete and is qualified in its entirety by reference to Old Kent's Restated Articles of Incorporation and Bylaws and Home's Articles of Incorporation and Bylaws. Copies of these documents are available upon request. See "Where You Can Find More Information" below.

Anti-Takeover Provisions - In General

          Old Kent's Restated Articles of Incorporation and Bylaws contain certain provisions that could prevent or delay the acquisition of Old Kent by means of a tender offer, a proxy contest, or otherwise. These provisions could also limit shareholders' participation in certain types of business combinations or other transactions that might be proposed in the future, regardless of whether such transactions were favored by a majority of shareholders, and could enhance the ability of officers and directors to retain their positions.

          Home's Articles of Incorporation contain similar types of provisions. Material differences in the companies' organizational documents with respect to such anti-takeover provisions are discussed separately below under separate sections, such as "- Size and Classification of the Board of Directors," "- Removal of Directors," "- Shareholder Nominations," and "- Shareholder Rights Plan."

Size and Classification of the Board of Directors

          Pursuant to Old Kent's Restated Articles of Incorporation, Old Kent's board of directors is divided into three classes, as nearly equal in number as possible, with the term of office of one class expiring each year. The number of directors is fixed by a resolution of the board of directors receiving at least 75% approval of the entire board. In no event may the number of directors be less than three. The current number of directors of Old Kent is 15. As a result of the classification of Old Kent's board of directors, it would normally take at least two annual meetings of shareholders to effect a change in a majority of the board of directors of Old Kent.

          Home's Articles of Incorporation contains similar provisions to Old Kent's Restated Articles of Incorporation. Pursuant to Home's Articles of Incorporation, the Home board of directors is divided into three classes, as nearly equal in number as possible, with the term of office of one class expiring each year. The number of directors may not be greater than 15 with the exact number to be fixed by resolution adopted by the affirmative vote of more than 50% of the directors of Home. Home's most recent resolution of its board of directors fixes the maximum number of directors at nine, currently Home's board of directors is composed of seven members. As a result of the classification of the Home board of directors, it would normally take at least two annual meetings of shareholders to effect a change in a majority of the board of directors of Home.

Limitation of Personal Liability of Directors

          Old Kent's Restated Articles of Incorporation provide that a director of Old Kent shall not be liable to Old Kent or its shareholders for monetary damages in breach of the director's fiduciary duties to the fullest extent provided by law. The MBCA provides that a corporation cannot limit the liability of a director for: (1) the amount of a financial benefit received by a director to which he or she is not entitled; (2) the intentional infliction of harm on the corporation or its shareholders; (3) an illegal dividend or distribution; or (4) an intentional criminal act.

          Home's Articles of Incorporation provides that directors of Home shall not be liable if he or she acted in good faith, with the care an ordinarily prudent person in like position would have exercised under similar circumstances, and in a manner that he or she reasonably believed was in the best interest of Home or if his or her breach or failure to act in accordance with these standards of conduct did not constitute willful misconduct or recklessness.

Removal of Directors

          Under Old Kent's Restated Articles of Incorporation, a director may be removed from office at any time before the expiration of his or her term, but only for "cause." Except as may be provided otherwise by law, cause for removal shall exist if: (1) the director whose removal is proposed has been convicted of a felony by a court of competent jurisdiction and such conviction is no longer subject to direct appeal; (2) the director has been determined by a court of competent jurisdiction to be liable for negligence or misconduct in the performance of his or her duty to the corporation in a matter of substantial importance to the corporation and such determination is no longer subject to a direct appeal; (3) the director has become mentally incompetent, whether or not so determined by a court, which mental incompetency directly affects his or her ability as a director of Old Kent; (4) the director's actions or failure to act are deemed by the board of directors to be in derogation of the director's duties; or (5) the director's removal is required or recommended by the Federal Reserve Board. Removal for cause, as cause is defined in (1) or (2) above, must be approved by vote of a majority of the total number of directors or by majority vote of shareholders. Removal for cause, as cause is defined in (3), (4), or (5) above, must be approved by at least 75% of the total number of directors.

          Under Home's Articles of Incorporation a director may be removed from office at any time before the expiration of his or her term, but only for "cause" and upon the vote of at least 80% of the outstanding shares of Home capital stock entitled to vote in the election of directors. Removal for cause is limited to the grounds specifically enumerated in 12 C.F.R. § 563.69 (or any successor provision) with respect to termination for cause.

Shareholder Nominations

          Under Old Kent's Restated Articles of Incorporation, director nominations at any annual meeting of shareholders or at any special meeting of shareholders called for election of directors (referred to as an "Election Meeting") may be made by the board of directors or by a shareholder of record under certain limited circumstances described below. Nominations made by the board of directors are made at a meeting of the board of directors, or by written consent of directors in lieu of a meeting, at least 20 days before the date of an Election Meeting.

          A shareholder of record may make a nomination at an Election Meeting if, and only if, such shareholder has delivered a notice to the Secretary of Old Kent setting forth with respect to each proposed nominee: (1)  the name, age, business address, and residence address of the nominee; (2) the principal occupation or employment of the nominee; (3) the number of shares of capital stock of Old Kent that are beneficially owned by the nominee; (4) a statement that the nominee is willing to be nominated; and (5) such other information concerning the nominee as would be required under the rules of the Securities and Exchange Commission in a proxy statement soliciting proxies for the election of such nominee. The notice must be delivered not less than 120 days before the date of the Election Meeting in the case of an annual meeting and not more than seven days following the date of notice of the Election Meeting in the case of a special meeting.

          Under Home's Articles of Incorporation and Bylaws, a shareholder may nominate an individual for director at any annual meeting of shareholders or at any special meeting of shareholders under certain limited

          A shareholder may nominate a director to be elected at an annual meeting if, and only if, such shareholder has delivered or mailed a notice that was recorded at the principal office of Home not less than 60 days prior to the meeting, unless the meeting date occurs 70 days after notice to the shareholders (in which case the notice must be delivered or mailed on the 10^th day after notice of the meeting was mailed or disclosed), setting forth with respect to each proposed nominee: (1) the name, age and business and residence addresses of the shareholder who intends to make the nomination; (2) the principal occupation or employment of such person; (3) the class and number of shares of Home that are beneficially owned by such person; and (4) any other information that would be required to be included in a proxy statement filed pursuant to the proxy rules of the Securities and Exchange Commission. This notice must also set forth, with respect to the nominating shareholder, (1) the name and record address of such shareholder, and (2) the class and number of shares of Home that are beneficially owned by the shareholder.

Vote Required with Respect to Certain Transactions

          Home's Articles of Incorporation requires that certain Business Combinations (as defined below) between Home and an Interested Party (as defined below) be approved by the affirmative vote of the holders of at least 80% of the outstanding shares of Home entitled to vote in an election of directors of Home that are not beneficially owned, directly or indirectly, by such Interested Party, unless (1) the transaction has been approved by a majority of the Continuing Directors (as defined below) of Home, provided that at least three Continuing Directors currently serve on the board or (2) certain "fair price" and procedural requirements are met.

          A "Continuing Director" is any member of the board of directors of Home who is unaffiliated with the Interested Shareholder and was a member of the board of directors prior to the time the Interested Shareholder became an Interested Shareholder. A "Continuing Director" is also any director who is either chosen to fill any vacancy or elected to serve on the board of directors, is unaffiliated with the Interested Shareholder, and in connection with his or her assumption of office is recommended for appointment or election by a majority of Continuing Directors then on the board of directors.

          An "Interested Party" is defined as (1) the beneficial owner, directly or indirectly, of 10% or more of the voting stock of Home; (2) an affiliate or an associate of Home that at any time within the two-year period immediately prior to the date in question was the beneficial owner, directly or indirectly, of 10% or more of the voting power of the then outstanding voting stock; or (3) is an assignee of or has otherwise succeeded to any shares of voting stock that were at any time within the two-year period immediately prior to the date in question beneficially owned by any Interested Shareholder, if such assignment or succession shall have occurred in the course of a transaction or series of transactions not involving a public offering within the meaning of the Securities Act of 1933, as amended. "Business Combinations" subject to the 80% voting requirement include, among others, any merger or consolidation of Home or any of its subsidiaries with or into an Interested Party or any sale of 25% or more of the consolidated assets of Home to an Interested Party.

          Old Kent has never been an Interested Party with respect to Home, and the merger and other transactions contemplated in the Merger Agreement have been, in any case, unanimously approved by a resolution adopted by the board of directors of Home at a meeting at which all seven members of Home's board of directors were present. Therefore, the supermajority voting requirement is not applicable to this transaction.

          Old Kent's Restated Articles of Incorporation do not contain similar provisions. The MBCA does, however, include a Fair Price Act (as defined below) which includes provisions similar to some of the provisions relating to Business Transactions with Interested Parties included in Home's Amended and Restated Articles of Incorporation, as described above. See "- State Anti-Takeover Laws."

Shareholder Rights Plan

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

          Each full Old Kent Right, when exercisable, entitles a shareholder of Old Kent to purchase one one-hundredth of a share of Series C Preferred Stock from Old Kent at a price of $160. The Old Kent Rights become exercisable if (1) a person or group (an "Old Kent Acquiring Person") has acquired, or has obtained the right to

          If, after the Old Kent Rights become exercisable, (1) Old Kent is the surviving corporation in a merger with an Old Kent Acquiring Person and Old Kent common stock was not changed or exchanged, (2) an Old Kent Acquiring Person engages in one or more "self-dealing" transactions deemed to be unfair to Old Kent by the Old Kent board of directors, (3) an Old Kent Acquiring Person becomes the beneficial owner of more than 15% of the then outstanding shares of Old Kent common stock, or (4) a person had been or is designated as an Adverse Person by Old Kent's board of directors in accordance with the Old Kent Rights Agreement; then each holder of an Old Kent Right would have the right to receive, upon exercise, Old Kent common stock having a value equal to two times the exercise price of the Old Kent Right.

          In addition, after an Old Kent Acquiring Person has acquired, or obtained the right to acquire, 15% or more of the outstanding shares of Old Kent common stock and the Old Kent Acquiring Person causes Old Kent to merge into the Old Kent Acquiring Person or causes 50% or more of Old Kent's assets to be sold or transferred, each holder of an Old Kent Right would have the right to receive, upon exercise, common stock of the Acquiring Person having a value equal to two times the exercise price of the Old Kent Right.

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

          The board of directors of Home has not adopted a shareholder rights plan.

State Anti-Takeover Laws

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

          The supermajority vote required by the Fair Price Act does not apply to business combinations that satisfy certain conditions. These conditions include, among others: (1) the purchase price to be paid for the shares of the corporation in the business combination must be at least equal to the highest of either (a) the market value of the shares or (b) the highest per share price paid by an interested shareholder within the preceding two-year period or in the transaction in which the shareholder became an interested shareholder, whichever is higher; and (2) once becoming an interested shareholder, the person may not become the beneficial owner of any additional shares of the corporation except as part of the transaction that resulted in the interested shareholder becoming an interested shareholder or by virtue of proportionate stock splits or stock dividends. The requirements of the Fair Price Act do not apply to business combinations with an interested shareholder that the board of directors has approved or exempted from the requirements of the Fair Price Act by resolution before the time that the interested shareholder first became an interested shareholder.

          The MBCA also regulates the acquisition of "control shares" of widely held Michigan corporations (the "Control Share Act"). The Control Share Act applies to Old Kent and its shareholders. The Control Share Act establishes procedures governing "control share acquisitions." A control share acquisition is defined as an acquisition of shares by an acquiror which, when combined with other shares held by that person or entity, would give the acquiror voting power at or above any of the following thresholds: 20%, 33%, and 50%. Under the Control Share Act, an acquiror may not vote "control shares" unless the corporation's disinterested shareholders (defined to exclude the acquiring person, officers of the target corporation and directors of the target corporation who are also employees of the corporation) vote to confer voting rights on the control shares. The Control Share Act does not

          Chapter 43 of the IBCL prohibits a "business combination" (as defined generally to include mergers, sales and leases of assets, issuances of securities and similar transactions) by Home or a subsidiary with an "interested shareholder" (as defined generally to be a beneficial owner of 10% or more of Home voting stock) within five years after the date that the person or entity first became an interested shareholder, unless (1) the Home board approved the business combination or the transaction pursuant to which such person or entity became an interested shareholder prior to the time that the person or entity first became an interested shareholder, (2) the business combination involves, generally speaking, consideration for the shares of any non-interested shareholder that is equal to or higher than the consideration that the interested shareholder used to acquire the shares after he or she already beneficially owned 5% or more of the voting shares of Home, provided that the interested shareholder did not become the beneficial owner of any additional shares between his or her share acquisition date and the consummation date of the business combination, or (3) the business combination has been approved by the holders of a majority of the outstanding voting stock of Home, excluding shares held by the interested shareholder at a meeting called for that purpose no earlier than five years after the interested shareholder's acquisition date. Because Old Kent was not an "interested shareholder" of Home prior to the merger and the Home board has approved the merger prior to its consummation, the merger is not subject to the special voting requirements set forth in Chapter 43.

State Dissenters' Rights

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

          However, Old Kent's Restated Articles of Incorporation provide that any Old Kent shareholder may dissent from any plan of merger or consolidation to which Old Kent is a party or any sale, lease, exchange, or other disposition of all or substantially all of the assets of Old Kent not in the usual or regular course of business, in the manner, with the rights and subject to the requirements applicable to dissenting shareholders as provided in the MBCA, without regard to the exception to a shareholder's right to dissent provided in the MBCA. However, this right of dissent does not apply to any corporate action that is approved by an affirmative vote of at least 50% of the entire board of directors and an affirmative vote of 50% of the board's "Continuing Directors." The term "Continuing Director" means a member of the board of directors of Old Kent who was either: (1) first elected or appointed as a director before April 17, 1989; or (2) subsequently elected or appointed as a director if such director was nominated or appointed by a majority of the then Continuing Directors.

          Like the MBCA, the IBCL provides dissenter rights under certain circumstances, including mergers and consolidations. The primary exception to the dissenter rights under the IBCL is the exception for shares for which a public market is available. Under that exception, a holder of stock that is listed on a national securities exchange (e.g., the New York Stock Exchange) or designated as a national market system security on The Nasdaq Stock Market will not have appraisal rights to any merger. Because Home common stock is designated as a national market system security on The Nasdaq Stock Market, the exception applies to holders of Home common stock. Accordingly, dissenter rights are not available to you with respect to the merger.

Evaluation of Proposed Offers

          Old Kent's Restated Articles of Incorporation provide that Old Kent's board of directors can not approve, adopt, or recommend any proposal of any party other than Old Kent to make a tender or exchange offer for any equity security of Old Kent, or engage in any merger or consolidation of Old Kent with or into another entity, any sale, exchange, lease, mortgage, pledge, transfer, or other disposition of all or substantially all of Old Kent's assets, any liquidation or dissolution of Old Kent or any reorganization or recapitalization of Old Kent that would result in a change of control of Old Kent, unless it has first evaluated the proposal and determined, in its judgment, that the proposal would be in substantial compliance with all applicable laws. If Old Kent's board of directors determines, in its judgment, that a proposal would be in substantial compliance with all laws, the board of directors must then evaluate the proposal and determine whether the proposal is in the best interests of Old Kent and its shareholders. In evaluating a proposed offer to determine whether it would be in the best interests of Old Kent and its shareholders, the board of directors, in exercising its judgment, may consider all facts that it deems relevant including, without limitation: (1) the fairness of the consideration to be received by Old Kent's shareholders under the proposed offer; (2) the possible economic and social impact of the proposed offer and its consummation on Old Kent and its subsidiaries and their employees, customers, and depositors; (3) the possible economic and social impact of the proposed offer and its consummation on the communities in which Old Kent and its subsidiaries operate or are located; (4) the business, financial condition, safety, soundness, and earning prospects of the offering party; (5) the competence, experience, and integrity of the offering party and its management; and (6) the intentions of the offering party regarding the use of the assets of Old Kent to finance the transaction.

          Home's Articles of Incorporation do not include a similar provision.

Public Markets for Old Kent's and Home's Shares

          Old Kent common stock is listed on the New York Stock Exchange. Home common stock is listed on The Nasdaq Stock Market's National Market. Old Kent's preferred stock is not listed on any stock market or exchange.

Restrictions on Affiliates of Home

          All shares of Old Kent common received by Home shareholders in the merger will be freely transferable, except that shares of Old Kent common stock received by persons who are deemed to be "affiliates" (as such term is defined under the Securities Act of 1933) of Home before the merger may only be resold in transactions permitted by the resale provisions of Rule 145 under the Securities Act or as otherwise permitted under the Securities Act. Persons who may be deemed to be affiliates of Home generally include individuals or entities that control, are controlled by, or are under common control with, Home and may include certain officers, directors, and principal shareholders of Home.

          This prospectus and proxy statement covers Old Kent common stock to be issued in connection with the merger. It does not cover any resales of Old Kent common stock to be received by affiliates upon completion of the merger, and no person is authorized to make any use of this prospectus and proxy statement in connection with any such resale.

          Pursuant to the Merger Agreement, each person identified by Home as an affiliate executed a written agreement to the effect that such persons will not offer or sell or otherwise dispose of any of the shares of Old Kent common stock issued to such persons in the merger in violation of the Securities Act.

          Subject to the terms and conditions of the Merger Agreement, each affiliate of Home has agreed that he or she will use his or her best efforts to cause the Merger Agreement to be adopted by the shareholders of Home and completed according to its terms. Each affiliate has also agreed not to solicit, negotiate, discuss, accept, or approve any offers or proposals from, or enter into any agreement with, any third party concerning a tender offer, merger, consolidation, share exchange, or other business combination involving Home or concerning the offer, sale, or disposition of any material assets of Home.

Material Federal Income Tax Consequences

          The following general discussion summarizes the material federal income tax consequences of the merger and is based on the Internal Revenue Code, the regulations promulgated under the Internal Revenue Code, existing administrative interpretations, and court decisions. Future legislation, regulations, administrative interpretations, or court decisions could significantly change such authorities either prospectively or retroactively. This summary does not address all aspects of federal income taxation that may be important to you in light of your particular circumstances or if you are subject to special rules, such as rules regarding shareholders who are not citizens or residents of the United States, or who are financial institutions, or tax-exempt organizations. This discussion also assumes that you hold your shares of Home stock as capital assets within the meaning of Section 1221 of the Internal Revenue Code.

          It is a condition to the obligations of Home and Old Kent to complete the merger that it receive a tax opinion from Warner Norcross & Judd LLP, Old Kent's counsel, regarding material federal income tax consequences of the merger. Old Kent and Home believe, based on this opinion, that the merger will have the following federal income tax consequences:

          In addition: (1) the merger will constitute a "reorganization" within the meaning of Section 368(a)(1) 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); (2) the basis of the Home's assets in the hands of Old Kent will be the same as the basis of those assets in the hands of Home immediately before the reorganization; (3) no gain or loss will be recognized by Old Kent on the receipt by Old Kent of the assets of Home in exchange for Old Kent common stock and the assumption by Old Kent of the liabilities of Home; and (4) 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.

          The tax opinion assumes the absence of changes in existing facts and relies on assumptions, representations, and covenants, including those contained in certificates of officers of Old Kent and Home. The tax opinion neither binds nor precludes the IRS from adopting a contrary position. An opinion of counsel sets forth such counsel's legal judgment and has no binding effect or official status of any kind and no assurance can be given that contrary positions will not be successfully asserted by the IRS or adopted by a court if the issues are litigated. Accordingly, you are strongly urged to consult with your tax advisor to determine the particular United States federal, state, local, or foreign income or other tax consequences of the merger to you.

Accounting Treatment

          The merger will be accounted for according to the purchase method of accounting and under the generally accepted accounting principles applicable to purchase accounting at the effective time of the merger.

Dissenters' Rights

          As a record holder of Home common stock, you are not entitled to exercise dissenters' rights as a result of the amendment to Article 11 of Home's Articles of Incorporation or the merger, and you are not entitled to demand payment for your shares under Indiana law.

Voting and Management Information

Voting Securities and Principal Shareholders of Home

          Shareholders of record of Home as of the close of business on July 24, 2000, are entitled to one vote for each share then held. As of this date, Home had 1,983,140 shares of its common stock outstanding.

Major Shareholders

          The following table sets forth each person who was the beneficial owner of more than 5% of Home's outstanding shares of common stock as of July 24, 2000.

Directors and Executive Officers

          The following table sets forth certain information concerning the number of shares of Home common stock held as of July 24, 2000, by each of Home's directors, its chief executive officer, and each continuing officer who earned in excess of $100,000 in the last fiscal year, the five most highly compensated executive officers of Home in 1999, and all of Home's directors and executive officers as a group. Information with respect to shares held in certain Home benefit plans incorporated in the following table is based on the most recent information available for those plans, as indicated in the footnotes to the table.

Interests of Certain Persons in the Merger

          Certain members of Home's or Home Loan Bank's management and board of directors may be deemed to have certain interests in the merger in addition to their interests as shareholders of Home generally. The Home board of directors was aware of these interests and considered them, among other matters, in approving the Merger Agreement.

Change in Control Agreements

          Four of Home Loan Bank's executive officers, Donald E. Thornton, John E. Fitzgerald, Gary L. Hemrick, and Timothy A. Sheppard have employment agreements with Home that contain change of control provisions. Each employment agreement states that if the executive officer's employment is involuntarily terminated other than for cause in connection with or within 12 months after a change in control of Home, the executive shall be entitled to receive a cash amount equal to 299% of the executive's base amount, as defined in Section 280G of the Internal Revenue Code, and health insurance benefits for the remainder of their respective employment terms. If payments or benefits rendered upon the executive officer's termination would be nondeductible for federal income tax purposes because of Section 280G of the Internal Revenue Code, the aggregate present value of such payments or benefits would be reduced to the extent necessary to avoid nondeductibility.

          If the four executive officers are involuntarily terminated other than for cause and in connection with (or within 12 months after) a change in control of Home, the executives would be entitled to receive payments in a combination of cash and health insurance benefits valued at the following approximated amounts: Donald E. Thornton, $238,000; John E. Fitzgerald, $141,000; Gary L. Hemrick, $191,000; and Timothy A. Sheppard, $84,000.

Conversion of Stock Options

          Home's stock option plan includes a term that would cause the stock options of Home's management and directors who participate in these plans to be converted if Home undergoes a change of control, such as the merger between Old Kent and Home. Under Home's stock option plan and the Merger Agreement, these stock options would be converted into the right to receive an amount equal to the excess of the fair market value on the date of exercise of a number of shares of Old Kent common stock equal to the Exchange Ratio over the option price under the plan multiplied by the number of shares of Home common stock for which the option is exercised. This amount will be payable fully in Old Kent common stock.

Indemnification; Directors and Officers Insurance

          Old Kent has agreed to honor the rights to indemnification and advancement of expenses now existing in favor of the directors and officers of Home and Home Loan Bank under their articles of incorporation or Bylaws.

General Information

Independent Public Accountants

          The financial statements of Old Kent incorporated by reference in this prospectus and proxy statement and elsewhere in the Registration Statement of which this prospectus and proxy statement is a part, to the extent and for the periods indicated in their reports, have been audited by Arthur Andersen LLP, independent public accountants, and are incorporated by reference herein in reliance upon the authority of said firm as experts in giving said reports.

          The financial statements of Home incorporated by reference in this prospectus and proxy statement and elsewhere in the Registration Statement of which this prospectus and proxy statement is a part, to the extent and for the periods indicated in their reports, have been audited by Crowe, Chizek and Company LLP, independent public accountants, and are incorporated by reference herein in reliance upon the authority of said firm as experts in giving said reports.

Shareholder Proposals

          If Home shareholders approve the Proposed Amendment and adopt the Merger Agreement and the merger is completed, you will become a shareholder of Old Kent and there will be no annual meeting of Home shareholders in 2001. If the merger is not completed, proposals of Home shareholders intended to be presented at the annual meeting of shareholders in 2001 must have been received by Home for consideration for inclusion in its proxy statement on or before _______, 2000.

Legal Opinions

          Certain legal matters in connection with the proposed merger will be passed upon for Old Kent by its general counsel, Warner Norcross & Judd LLP of Grand Rapids, Michigan, and for Home by its special counsel, Thompson Hine & Flory LLP of Columbus, Ohio.

          As of _______, 2000, partners in and attorneys employed by or associated with Warner Norcross & Judd LLP and their associates were beneficial owners of a total of approximately _____ shares of Old Kent common stock having an approximate aggregate market value of $ as of such date and no shares of Home common stock. Shares reported as beneficially owned include all shares as to which such persons have direct or indirect, sole or shared, power to direct voting or disposition, including personal shares as well as shares held in fiduciary capacities.

Sources of Information

          Old Kent has supplied all information contained or incorporated by reference in this prospectus and proxy statement relating to Old Kent. Home has supplied all such information relating to itself and Austin Financial.

Where You Can Find More Information

          Old Kent has filed a registration statement on Form S-4 to register with the Securities and Exchange Commission the offering of Old Kent common stock to be issued by Old Kent in the merger. This prospectus and proxy statement is a part of that registration statement. As allowed by Securities and Exchange Commission rules, this prospectus and proxy statement does not contain all of the information contained in the registration statement or the exhibits to the registration statement.

          Old Kent and Home are subject to the informational requirements of the Exchange Act. Accordingly, each files annual, quarterly and current reports, proxy statements, and other information with the SEC. You may read and copy any reports, statements, or other information that Old Kent or Home files at the SEC's Public Reference

          The Securities and Exchange Commission allows Old Kent and Home to incorporate by reference information into this prospectus and proxy statement. This means that Old Kent and Home can disclose important information by referring to another document filed separately with the SEC. The information incorporated by reference is deemed to be part of this prospectus and proxy statement, except for any information superseded by information in this prospectus and proxy statement. This prospectus and proxy statement incorporates by reference the documents set forth below that Old Kent and Home have previously filed with the SEC. These documents contain important information about Old Kent and Home and their finances. Note that Home's Annual Report to Shareholders for the year ended September 30, 1999 and Part I of Home's Quarterly Report on Form 10-Q for the Quarter ended March 31, 2000 are included as Appendix D and Appendix E, respectively, to the prospectus and proxy statement.

          All documents subsequently filed by Old Kent and Home with the Securities and Exchange Commission pursuant to Sections 13(a), 13(c), 14, and 15 of the Exchange Act between the date of this prospectus and proxy statement and the date of the special meeting are also incorporated by reference into this prospectus and proxy statement.

          Documents incorporated by reference are available from Old Kent and Home without charge to Home shareholders. You may obtain documents incorporated by reference in this prospectus and proxy statement by requesting them in writing or by telephone from the appropriate party at the following addresses:

If you would like to request documents, please do so by _______, 2000, to receive them before the special meeting.

          You should rely only on the information contained or incorporated by reference in this prospectus and proxy statement to vote on the merger. Neither Old Kent nor Home has authorized anyone to provide you with information that is different from what is contained in this prospectus and proxy statement.

          This prospectus and proxy statement is dated as of the date set forth on the cover page. You should not assume that the information contained in this prospectus and proxy statement is accurate as of any date other than

Forward-Looking Statements

          This prospectus and proxy statement and the documents incorporated in this prospectus and proxy state-ment by reference contain forward-looking statements that are based on management's beliefs, assumptions, current expectations, estimates, and projections about the financial services industry, the economy, and about Old Kent and Home themselves. Words such as "anticipates," "believes," "estimates," "expects," "forecasts," "intends," "is likely," "plans," "projects," variations of such words and similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult to predict with regard to timing, extent, likelihood, and degree of occurrence. Therefore, actual results and outcomes may materially differ from what may be expressed, implied, or forecasted in such forward-looking statements.

          Future factors that could cause a difference between an ultimate actual outcome and a preceding forward-looking statement include changes in interest rates and interest rate relationships; demand for products and services; the degree of competition by traditional and non-traditional competitors; changes in banking regulations; changes in tax laws; changes in prices, levies, and assessments; the impact of technological advances; governmental and regulatory policy changes; the outcomes of pending and future litigation and contingencies; trends in customer behaviors as well as their ability to repay loans; the ability to locate, correct, and convert all relevant computer codes and data; the vicissitudes of the national economy; and the possibility that expected cost savings from the acquisition of Home by Old Kent and other mergers and acquisitions in which Old Kent is involved might not be fully realized within the expected time frame. Neither Old Kent nor Home undertakes any obligation to update, amend or clarify forward-looking statements, whether as a result of new information, future events, or otherwise.

EXHIBITS

     A     --     Form of Stock Option Agreement [Included as Appendix B]
     B     --     Form of Disclosure Statement [omitted]
     C     --     Schedule of Additional Information [omitted]
     D     --     Form of Home Affiliate Agreement [omitted]
     E      --     Form of Legal Opinion of Home's Counsel [omitted]
     F      --     Designated Contracts [omitted]
     G     --     Form of Legal Opinion of Old Kent's Counsel [omitted]

AGREEMENT AND PLAN OF MERGER

          This Agreement and Plan of Merger (this "Plan of Merger") is made as of June 15, 2000, among Home Bancorp, an Indiana corporation, headquartered at 132 E. Berry Street, Fort Wayne, Indiana ("Home "), Old Kent Financial Corporation, a Michigan corporation ("Old Kent"), and OK Acquisition Corporation, a Michigan corporation, each headquartered at 111 Lyon Street NW, Grand Rapids, Michigan ("MergerSub").

          Old Kent and Home desire that Home and its subsidiary become affiliated with Old Kent. The affiliation would be effected through the merger of MergerSub with and into Home in accordance with this Plan of Merger, the Business Corporation Act of the State of Michigan, as amended (the "Michigan Act"), and the Indiana Business Corporation Law, as amended (the "Indiana Act"). The transactions contemplated by, and described in, this Plan of Merger are referred to as the "Merger."

          Old Kent has formed MergerSub solely for the purpose of effectuating the Merger. As soon as reasonably practicable following the consummation of the Merger, Old Kent intends to cause Home to be liquidated and dissolved .

          It is intended that, for federal tax purposes, the Merger qualify as a reorganization under the provisions of Section 368 of the Internal Revenue Code of 1986, as amended (the "Internal Revenue Code").

          As a condition to, and concurrently with the execution of, this Plan of Merger, Home and Old Kent are entering into a Stock Option Agreement attached as Exhibit A (the "Option Agreement"). Home's execution and delivery of the Option Agreement is an inducement for Old Kent to enter into this Plan of Merger.

          In consideration of the representations, warranties, and covenants contained in this Plan of Merger, the parties agree:

ARTICLE I - THE TRANSACTION

          Subject to the terms and conditions of this Plan of Merger, the Merger shall be carried out in the following manner:

          1.1          Merger of MergerSub with and into Home. Subject to the terms and conditions herein, at the Effective Time, MergerSub shall be merged with and into Home. Home and MergerSub are each sometimes referred to as a "Constituent Corporation" prior to the Merger. At the Effective Time, the Constituent Corporations shall become a single corporation, which shall be Home (the "Surviving Corporation"). The effect of the Merger upon each of the Constituent Corporations and the Surviving Corporation shall be as provided in Chapter Seven of the Michigan Act and Chapter 40 of the Indiana Act with respect to the merger of domestic and foreign corporations, where the surviving corporation will be subject to the laws of the State of Indiana. In the event that Old Kent is advised by its independent tax accountants that a different corporate structure for the transactions contemplated by this Plan of Merger would be more advantageous to Old Kent from a financial, tax, or accounting perspective, then Home shall cooperate with Old Kent to effect a restructuring of these transactions; provided, that the Merger continues to qualify as a tax-free reorganization under the Internal Revenue Code, the Effective Time of the Merger is not delayed by more than 30 days, and the alternative structure does not alter or change the amount or kind of consideration to be issued to Home's shareholders.

          1.2          The Closing. The "Closing" for the Merger shall be held at such time, date, and location as may be mutually agreed by the parties. In the absence of such agreement, the Closing shall be held at the offices of Warner Norcross & Judd LLP, 111 Lyon Street, N.W., Grand Rapids, Michigan, commencing at 11 a.m. on the earliest date specified by either Old Kent or Home upon five Business Days' (defined below) written notice (or at the election of Old Kent, on the last Business Day of the month) after the last to occur of the following events: (a) receipt of all consents and approvals of government regulatory authorities, and the expiration of all related statutory waiting periods, legally required to consummate the Merger; and (b) approval of this Plan of Merger by Home's shareholders. Scheduling or commencing the Closing shall not, however, constitute a waiver of the conditions precedent of either Old Kent and MergerSub or Home as set forth in Articles VI and VII, respectively. Notwithstanding the above, without Old Kent's express written consent, the Closing shall not be convened before October 2, 2000. Upon completion of the Closing,

          1.3          Effective Time of the Merger. The Merger shall be consummated following the Closing by filing the Certificates of Merger in the manner required by law. The " Effective Time" of the Merger shall be as of the time and date to be elected by Old Kent and specified in the Certificates of Merger, but not later than five Business Days after the Closing occurs. As used in this Plan of Merger, the term "Business Day " means any day other than a day on which the New York Stock Exchange ("NYSE") is closed.

          1.4          Additional Actions. At any time after the Effective Time, the Surviving Corporation may determine that deeds, assignments, or assurances or any other acts are necessary or desirable to vest, perfect, or confirm, of record or otherwise, in the Surviving Corporation its rights, title, or interest in, to, or under any of the rights, properties, or assets of MergerSub acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger, or to otherwise carry out the purposes of this Plan of Merger. MergerSub hereby grants to the Surviving Corporation an irrevocable power of attorney to execute and deliver all such deeds, assignments, and assurances and to do all acts necessary, proper, or convenient to accomplish this purpose. This irrevocable power of attorney shall only be operative following the Effective Time. The officers and directors of the Surviving Corporation shall be fully authorized in the name of MergerSub to take any and all such actions contemplated by this Plan of Merger.

          1.5          Surviving Corporation. As of and immediately after the Effective Time, the Surviving Corporation shall have the following attributes until they are subsequently changed in the manner provided by law:

ARTICLE II - CONVERSION AND EXCHANGE OF SHARES

          Subject to the terms and conditions of this Plan of Merger and as a result of the Merger, all common stock, without par value, of Home ("Home Common Stock") shall be converted into Common Stock, $1.00 par value, of Old Kent ("Old Kent Common Stock") as follows:

          2.1          Conversion of Shares. As of the Effective Time:

          2.2          Adjustments. The Exchange Ratio shall be adjusted in the manner provided in this Section upon the occurrence of any of the following events:

          2.3          Increase in Outstanding Shares of Home Common Stock. If the number of shares of Home Common Stock outstanding is greater than 1,971,124 for any reason whatsoever (whether or not such increase constitutes a breach of this Plan of Merger), other than as a result of Permitted Issuances (defined below); then the Exchange Ratio shall be adjusted by multiplying it by a fraction (i) the numerator of which shall be 1,971,124; and (ii) the denominator of which shall be the total number of shares of Home Common Stock outstanding as of the Effective Time of the Merger, excluding Permitted Issuances. "Permitted Issuances" include and are limited to the issuance of not more than 88,756 shares upon exercise of currently outstanding Home stock options awarded under the Home Bancorp 1995 Stock Option and Incentive Plan (the "Option Plan ").

          2.4          Cessation of Shareholder Status. As of the Effective Time, each record holder of shares of Home Common Stock outstanding immediately prior to the Effective Time shall cease to be a shareholder of Home and shall have no rights as a shareholder of Home. Each stock certificate representing shares of Home Common Stock outstanding immediately prior to the Effective Time ("Old Certificates") shall then be considered to represent shares of Old Kent Common Stock and the right, if any, to receive cash in lieu of fractional shares, all as provided in this Plan of Merger.

          2.5          Surrender of Old Certificates and Distribution of Old Kent Common Stock. After the Effective Time, Old Certificates shall be exchangeable by holders for book entry shares registered on Old Kent's stock transfer records ("Book Entry Shares") or new stock certificates representing the number of shares of Old Kent Common Stock to which such holders shall be entitled in the following manner:

          2.6          No Fractional Shares. No certificates or scrip representing fractional shares of Old Kent Common Stock shall be issued in the Merger upon the surrender of Old Certificates. No fractional interest in any share of Old Kent Common Stock resulting from the Merger shall be entitled to any part of a dividend, distribution, or stock split with respect to shares of Old Kent Common Stock nor entitle the record holder to vote or exercise any rights of a shareholder with respect to that fractional interest. In lieu of issuing any fractional share, each holder of an Old Certificate who would otherwise have been entitled to a fractional share of Old Kent Common Stock upon surrender of all Old Certificates for exchange shall be paid an amount in cash (without interest) equal to such fraction of a share multiplied by the closing price per share of Old Kent Common Stock on the NYSE for the second trading day prior to the date of the Closing, as reported in the Dow Jones News/Retrieval system, or other equally reliable means. If the holder of record has elected to enroll in OK Invest Direct, then the cash in lieu of fractional shares shall be held for reinvestment at the plan's next regular investment date.

          2.7          Stock Options and Restricted Stock.

ARTICLE III - OLD KENT'S REPRESENTATIONS AND WARRANTIES

          Old Kent represents and warrants to Home that, except as otherwise set forth in the disclosure statement previously furnished to Home by Old Kent (the "Old Kent Disclosure Statement"):

          3.1          Authorization, No Conflicts, Etc.

          3.2          Organization and Good Standing. Each of Old Kent and MergerSub is a corporation duly organized, validly existing, and in good standing under the laws of the State of Michigan. Old Kent possesses all requisite corporate power and authority to own, operate, and lease its properties and to carry on its business as it is now being conducted in all material respects. Old Kent is a financial holding company and a bank holding company duly registered as such with the Board of Governors of the Federal Reserve System (the "Federal Reserve Board") under the federal Bank Holding Company Act.

          3.3          Subsidiaries. Old Kent owns all of the issued and outstanding shares of capital stock of Old Kent Bank and MergerSub and owns, directly or indirectly, all of the common stock of its subsidiaries indicated in the Old Kent Financial Statements (as defined below) for the quarter ended March 31, 2000, free and clear of all claims, security interests, pledges, or liens of any kind. Old Kent Bank is duly organized, validly existing, and in good standing as a banking corporation under the laws of the State of Michigan.

          3.4          Capital Stock.

          3.5          Old Kent Common Stock. The shares of Old Kent Common Stock to be issued in the Merger in accordance with this Plan of Merger have been duly authorized and reserved and, when issued as contemplated by this Plan of Merger, will be validly issued, fully paid, and nonassessable shares.

          3.6          Financial Statements.

          3.7          Absence of Undisclosed Liabilities. Except as and to the extent reflected or reserved against in Old Kent's Financial Statements as of December 31, 1999, as of such date, neither Old Kent nor any of its subsidiaries had

          3.8          Absence of Material Adverse Change. Since December 31, 1999, there has been no change in the financial condition, income, expenses, assets, liabilities or business of Old Kent and its subsidiaries that had or in the future is reasonably likely to have a Material Adverse Effect on Old Kent, other than such changes that are caused by events and circumstances generally affecting the banking industry as a whole. No facts or circumstances have been discovered from which it reasonably appears that there is a reasonable probability that there will occur a change that is reasonably likely to have a Material Adverse Effect on Old Kent, other than such changes that are caused by events and circumstances generally affecting the banking industry as a whole.

          3.9          Absence of Litigation. There is no action, suit, proceeding, claim, arbitration, or investigation pending or, to Old Kent's knowledge, threatened by any person, including without limitation any governmental or regulatory agency, against Old Kent or any of its subsidiaries, or the assets or business of Old Kent or any of its subsidiaries, any of which has had or is reasonably likely to have a Material Adverse Effect on Old Kent.

          3.10          Regulatory Filings. In the last two years:

          3.11          Registration Statement, Etc.

          3.12          Tax Treatment. Old Kent has no knowledge of any reason why the Merger would fail to qualify as a reorganization under Section 368(a) of the Internal Revenue Code.

ARTICLE IV - HOME'S REPRESENTATIONS AND WARRANTIES

          Home represents and warrants to Old Kent and MergerSub that, except as otherwise set forth in the disclosure statement previously furnished to Old Kent by Home (the "Home Disclosure Statement"):

          4.1          Authorization, No Conflicts, Etc.

          4.2          Organization and Good Standing. Home is a corporation duly organized, validly existing, and in good standing under the laws of the State of Indiana. Home possesses all requisite corporate power and authority to own, operate, and lease its properties and to carry on its business as it is now being conducted in all material respects. Home is a unitary thrift holding company duly registered as such with Office of Thrift Supervision of the United States Department of the Treasury ("OTS ") under the HOLA. Home is not, and is not required to be, qualified or admitted to conduct business as a foreign corporation in any other state, except where such failure would not have a Material Adverse Effect on Home.

          4.3          Subsidiary. The only direct or indirect subsidiary of Home is Home Bank.

          4.4          Capital Stock.

          4.5          Financial Statements.

No financial statements of any entity or enterprise other than Home Bank are required by GAAP to be included in the consolidated financial statements of Home.

          4.6          Absence of Undisclosed Liabilities. Except as and to the extent reflected or reserved against in Home's Financial Statements as of September 30, 1999, and March 31, 2000, neither Home nor Home Bank had, as of such date, liabilities or obligations, secured or unsecured (whether accrued, absolute, or contingent) that, as of such date, there was a reasonable possibility that it would have a Material Adverse Effect on Home .

          4.7          Absence of Material Adverse Change. Since September 30, 1999, except as disclosed in Home's Form 10-Q for the quarter ended March 31, 2000, there has been no change in the financial condition, income, expenses, assets, liabilities or business of Home that had or in the future is reasonably likely to have a Material Adverse Effect on Home, other than such changes that are caused by events and circumstances generally affecting the banking industry as a whole. No facts or circumstances have been discovered from which it reasonably appears that there is a reasonable probability that there will occur a change that could have a Material Adverse Effect on Home, other than such changes that are caused by events and circumstances generally affecting the banking industry as a whole.

          4.8          Absence of Litigation. There is no action, suit, proceeding, claim, arbitration, or investigation pending or threatened by any person, including without limitation any governmental or regulatory agency, against Home or Home Bank, or the assets or business of Home or Home Bank, any of which is reasonably likely to have a Material Adverse Effect on Home. There is no factual basis that presents a reasonable potential for any such action, suit, proceeding, claim, arbitration, or investigation.

          4.9          No Indemnification Claims. To the knowledge of Home, there has been no event, action, or omission by or with respect to any director, officer, employee, trustee, agent, or other person who may be entitled to receive

          4.10          Conduct of Business. Each of Home and Home Bank has conducted its business and used its properties in compliance with all federal, state, and local laws, civil or common, ordinances and regulations, including without limitation applicable federal and state laws and regulations concerning banking, securities, truth-in-lending, truth-in-savings, mortgage origination and servicing, usury, fair credit reporting, consumer protection, occupational safety, civil rights, employee protection, fair employment practices, fair labor standards, and insurance; and Environmental Laws (as defined in Section (Environmental Laws)); except for violations (individually or in the aggregate) that would not have a Material Adverse Effect on Home. Without limiting and notwithstanding the foregoing, neither Home nor Home Bank, to Home's knowledge:

          4.11          Contracts. There is no existing default by Home or Home Bank or, to the knowledge of Home, any other party under any contract or agreement by which Home or Home Bank is bound, the result of which is reasonably likely to have a Material Adverse Effect on Home. Excepting any ordinary and customary banking relationships, there is no material agreement, contract, mortgage, deed of trust, lease, commitment, indenture, note, or other instrument of which Home has knowledge that another party is in material default under its obligations to Home or Home Bank. Neither Home nor Home Bank is a party to any contract, agreement, arrangement, or understanding (other than ordinary and customary banking relationships) that would require Home or Home Bank to make payments or make expenditures in excess of $50,000 per year or that would require any payment to another party upon termination in excess of $50,000.

          4.12          Regulatory Filings. In the last three years:

          4.13          Registration Statement, Etc.

          4.14          Agreements With Bank Regulators. Neither Home nor Home Bank is a party to any agreement or memorandum of understanding with, or a party to any commitment letter, board resolution or similar undertaking to, or is subject to any order or directive by, or is a recipient of any extraordinary supervisory letter from, any governmental authority that restricts materially the conduct of its business, or in any manner relates to its capital adequacy, its credit or reserve policies or its management, nor has Home nor Home Bank been advised by any governmental authority that it is contemplating issuing or requesting (or is considering the appropriateness of issuing or requesting) any such order, decree, agreement, memorandum of understanding, extraordinary supervisory letter, commitment letter or similar submission. Neither Home nor Home Bank is required by applicable law to give prior notice to any Federal banking agency of the proposed addition of an individual to its board of directors or the employment of an individual as a senior or executive officer. As of the date of this Plan of Merger, Home knows of no reason why the regulatory approvals referred to in Sections and (Required Approvals) cannot be obtained or why the process would be materially impeded.

          4.15          Tax Matters.

          4.16          Title to Properties. Home and Home Bank have good, sufficient, and marketable title to all of their properties and assets, whether real, personal, or a combination thereof, reflected in their books and records as being owned (including those reflected in Home's Financial Statements as of September 30, 1999, except as since disposed of in the ordinary course of business), free and clear of all liens and encumbrances, except:

          4.17          Condition of Real Property. With respect to each parcel of real property owned, legally or beneficially, by Home or Home Bank, including other real estate owned (" Home's Real Property") and also with respect to each parcel of real property leased by Home or Home Bank ("Home's Leased Real Property "), to its knowledge: