[PICTURE OF MATHEW VERGHESE]

At left: Mathew Verghese, President, CompuSystems, Inc.

[PICTURE OF LARRY NUNNERY AND PHIL MCCARNEY]

At left: Larry Nunnery, President, and Phil McCarney, Plant Manager,
Bulk Molding Compounds, Inc.

[PICTURE OF WALTER HEISE]

At left: Walter Heise, President, Eurasia Feather, Inc.

[PICTURE OF PAT WARREN AND FAMILY]

[MAP OF MICHIGAN, PARTIAL MAPS OF INDIANA AND ILLINOIS]

[   ] Old Kent
[   ] Grand Premier Financial, Inc.*
[   ] Merchants Bancorp, Inc.*

*Pending acquisitions at December 31, 1999

As of December 31, 1999, Old Kent Financial Corporation operated 203 full-service banking centers in Michigan, 49 in Illinois, and two in Indiana. Old Kent Mortgage Company originated mortgages nationwide through 147 mortgage lending offices in 32 states across the country. Old Kent also operated six other non-banking affiliates.

*Per share data is shown adjusted for stock dividends and stock splits.

**Proforma results for 1999 and 1998 "excluding merger charges" have been adjusted to exclude the effects of one-time after-tax, merger charges of $17.6 million related to the acquisitions of CFSB Bancorp, Inc., acquired July 9, 1999, and Pinnacle Banc Group, Inc., acquired September 3, 1999; and $19.7 million relating to the acquisition of First Evergreen Corporation, acquired October 1, 1998.

Condensed financial statements included in this report do not conform to financial statement standards under generally accepted accounting principles, primarily due to the high degree of summarization employed in their preparation. Audited financial statements, prepared in conformity with generally accepted accounting principles, appear in the 1999 Annual Report included with our proxy statement for our 2000 annual meeting.

In 1999, Old Kent achieved its forty-first consecutive year of earnings and dividend growth and also completed two acquisitions. CFSB Bancorp, Inc., a $880 million holding company based in Lansing, Michigan, was acquired on July 9, 1999. Pinnacle Banc Group, Inc., a $1 billion holding company based in Oak Brook, llinois, was acquired on September 3, 1999. Both acquisitions were accounted for as pooling-of-interests transactions. Prior periods have been restated to reflect the inclusion of CFSB and Pinnacle on a comparable basis.

Diluted operating earnings per share was $2.26* for 1999, or 15.3% better than the $1.96* of diluted operating per share earnings for 1998. For the year ended December 31, 1999, operating net income was $270.1* million, 10.3% more than operating net income of $245.0* million for 1998.

The Corporation's operating return on average total equity was 21.46%* in 1999, up from an operating equity return of 18.31%* for 1998. Old Kent's return on equity has averaged 17.0%* over the past five years. Old Kent's operating return on average assets was 1.49%* for 1999 compared to 1.38%* in 1998, and has averaged 1.32%* for the last five years.

Old Kent's corporate culture is focused on maximizing shareholder value. The accompanying graph compares the performance of Old Kent Common Stock with the broad-based S&P 500 index and the KBW 50, an index comprised of 50 large financial services companies. The total return as shown on this graph is measured using both stock price appreciation and the effect of continuous reinvestment of dividends. The graph displays the December 31, 1999, value of an initial $100 investment in Old Kent Common Stock made ten, five, and one year(s) prior to year-end 1999. The graph indicates that the total return on an investment in Old Kent Common Stock surpassed that of the S&P 500 and the KBW 50 for the 10-year period, was approximately the same as both indexes for the 5-year period, and was below both indexes for the year 1999.

[NET INCOME GRAPH]

[TEN-, FIVE-, AND ONE-YEAR TOTAL RETURNS GRAPH]

* For the purpose of this overview, earnings are computed on an operating basis and disregard merger-related charges. These earnings are believed to be more comparable with prior years. During the third quarter of 1999, Old Kent recognized $17.6 million of after-tax, merger-related charges which had the effect of reducing diluted earnings per share by $.15. Including merger charges, net income for 1999 was $252.5 million; diluted earnings per share was $2.11; return on average total equity was 20.17%; and return on average assets was 1.40%. During the fourth quarter of 1998, Old Kent recognized of $19.7 million after-tax, merger-related charges which had the effect of reducing diluted earnings per share by $.15. Including the merger charges, net income for 1998 was $225.3 million; diluted earnings per share was $1.81; return on average total equity was 16.90%; and return on average assets was 1.27%.

Net interest income on a fully taxable equivalent basis increased by $33.6 million, or 5.1%, to $693.9 million in 1999. The net interest margin for 1999 was 4.20% compared to 4.04% for 1998. These increases are due to growth in loans, an increase in total interest-earning assets, and a reduction in funding costs. During 1999, loans averaged 66.7% of total interest-earning assets compared to 62.3% in 1998. Total interest-earning assets averaged nearly $200 million more in 1999 than in 1998. The cost of interest-bearing liabilities dropped to 4.19% in 1999 from 4.53% in 1998.

The provision for credit losses was $26.2 million in 1999, down from a provision of $47.2 million in 1998. During 1998, the Corporation took measures to reduce credit risk by exiting certain marginal commercial relationships and by reducing certain consumer loan portfolio components having higher credit risk, which management believed had the potential to negatively impact the Corporation's future profitability. These actions combined with continued sound credit underwriting policies and a favorable economic climate had a positive impact on 1999 performance.

Non-interest income, excluding securities transactions, increased by $64.2 million, or 18.2%, over 1998. Non-interest income represented 37.5% of total revenue on a fully taxable equivalent basis in 1999, compared to 34.8% in 1998. Higher revenues from the Mortgage Banking and the Investment and Insurance Services lines of business generated most of the improvement in non-interest income and reflect management's continued commitment to the diversification of Old Kent's revenue sources. During 1999, Old Kent Mortgage Company (OKMC), Old Kent's mortgage banking subsidiary, produced a 28.0% increase in revenues. Refinancing activity during the first quarter of 1999 coupled with growth in servicing revenue during the last six months of 1999 generated most of the improvement in revenue. At year-end 1999, OKMC operated 147 lending offices in 32 states and serviced $14.7 billion of residential mortgages for third parties. Old Kent's Investment and Insurance Services business line also contributed to the improvement by producing a 12.1% year-over-year revenue increase as a result of new business development efforts and growth in the corporation's proprietary family of mutual funds, the Kent Funds. ATM fees increased 11.9% to $8.9 million, a direct result of expansion in points of electronic access; Old Kent installed 57 new ATMs in its markets during 1999. In addition, deposit account fee revenues increased 8.3% over 1998.

Excluding the one-time merger charges, non-interest expenses increased $60.5 million, or 10.1%, in 1999. This increase is primarily attributable to business growth, as evidenced by a similar level of increase in the Corporation's total revenues. It also reflects the expense levels of the businesses acquired in pooling-of-interests transactions during the third quarter of 1999. Pre-merger expenses of acquired companies did not reflect the Corporation's initiatives for capturing the cost efficiencies, which were fully implemented during the fourth quarter.

[NON-INTEREST INCOME GRAPH]

[NON-INTEREST EXPENSE GRAPH]

Balance Sheet Analysis

Total loans increased 18.1% from 1998 to 1999. Commercial loans and leases (including commercial real estate loans) were $6.9 billion at the end of 1999, or 18.9% more than last year. Consumer loans were $3.5 billion at December 31, 1999, an increase of 39.8% from the preceding year-end total. Residential mortgages decreased 13.1% to $1.6 billion at December 31, 1999, resulting from management's efforts to reduce the balances in this category.

At December 31, 1999, loans represented 74.0% of total interest-earning assets, up from 60.3% a year earlier. Held-for-sale residential mortgage loans totaled nearly $900 million, or 5.5% of total interest-earning assets at December 31, 1999, down approximately 60.0% from the preceding year-end. Higher interest rates during the fourth quarter of 1999, compared to the fourth quarter of 1998, curtailed loan origination activities and reduced the period end balances of mortgages held-for-sale in 1999, compared to 1998. Securities, which generally earn lower interest rates than loans, became a proportionally smaller component of total interest-earning assets. At December 31, 1999, securities and investments were 20.5% of the total compared to 26.3% one year earlier. Overall interest-earning assets averaged $16.5 billion during 1999, or 1.2% more than 1998.

Total interest-paying liabilities decreased to $14.5 billion at December 31, 1999. This represented a 2.4% decrease since the prior year-end date. Total core deposits, which consist of demand deposits, savings, and consumer time deposits, decreased 3.1% to $12.6 billion at December 31, 1999. Balances in savings deposits grew 3.6% from one year ago, totaling $5.3 billion at December 31, 1999.

At December 31, 1999, total shareholders' equity was $1.2 billion versus $1.3 billion at December 31, 1998. As shown in the accompanying Condensed Consolidated Statement of Shareholders' Equity, the Corporation repurchased 4.1 million shares of its common stock in 1999. Old Kent completed the 6 million share stock repurchase program authorized in June 1998 and initiated another similar but smaller program pursuant to a June 1999 authorization allowing for the repurchase of 3 million shares. Shares repurchased under these programs are acquired ratably on a quarterly basis and are intended for future reissuance for such purposes as stock dividends, dividend reinvestment, and employee stock plans, and other permissible corporate purposes. The repurchase of these shares had a beneficial impact on earnings per share and return on equity for 1999. At December 31, 1999, Old Kent had remaining authorization to repurchase approximately 1.5 million shares of its common stock over the ensuing seven months.

At December 31, 1999, Old Kent's capital not only surpassed regulatory minimums, but also exceeded the levels considered to be well-capitalized by bank regulatory authorities. The equity-to-assets ratio was 6.83% at December 31, 1999, and the aggregate market value of Old Kent's common stock was $4.2 billion on that same date.

[RELATIVE CORE DEPOSIT MIX* GRAPH]

One of Old Kent's strengths is its diversified loan portfolio. Approximately 43.0% of Old Kent's loan assets are comprised of credits granted to consumers in the form of residential mortgages and a variety of other consumer credit products, such as automobile loans, home equity loans, and other open- and closed-end consumer credits. Loans to commercial borrowers represent approximately 57.0% of Old Kent's loan portfolio. These loans are grouped by their nature and industry diversification as non-real estate related and as real estate related.

At December 31, 1999, Old Kent's commercial loan and lease portfolio, excluding real estate related loans, approximated $3.4 billion, or about 28.0% of total loans. Loans to manufacturers represented the largest component at 23.0% of total non-real estate commercial loans. These loans are diversified among a large number of borrowers who produce a wide variety of durable and non-durable goods. Commercial real estate and construction loans at December 31, 1999, totaled approximately $3.5 billion, or 29.0% of total loans. These loans are classified as owner-occupied (borrowers who occupy and utilize the loan-related property intheir respective businesses) and as non-owner-occupied (borrowers whose principal purpose of ownership lies in the production of rental receipts from the related property). As indicated, loans to the various categories of owner-occupied properties were 43.0% of commercial real estate and construction loans and loans for non-owner-occupied properties were 57.0% of that total. Non-owner-occupied loans totaled $2 billion, or 16.3% of total loans, and are distributed over a diverse base of borrowers. The largest segment within non-owner-occupied loans was housing related loans totaling 20.0% of total commercial real estate and construction loans.

At December 31, 1999, Old Kent's allowance for credit losses represented 1.53% of total loans and was three times greater than total impaired loans at that date. Management believes that this allowance is adequate to absorb credit losses inherent in the loan portfolios and also believes that the Corporation's allowance is among the strongest in the banking industry based on these ratios.

The acceptance of interest rate risk and its management are challenges common to financial institutions. Old Kent's Board of Directors and executive management have adopted various policies intended to measure and control the volatility of net interest income, which may result from changes in the interest rate environment. Based on modeling techniques regularly employed to monitor and measure interest rate risk, Old Kent's management believes that the Corporation's net interest income would not be materially impacted by upward or downward movements in prevailing interest rates within anticipated ranges. Old Kent actively manages prepayment risks associated with mortgage servicing rights through replenishment, customer retention initiatives, recurring bulk sales of mortgage servicing rights, and the use of financial hedges.

Over the New Year's weekend, Old Kent successfully completed its Year 2000 date change event plan and experienced no material issues. All systems and functions have been processing well in the 2000 environment since January 1, 2000. Management will continue to closely monitor all systems and functions throughout the year.

We are firmly committed to our mission of building shareholder value as a diversified financial services organization. Our goal is to deliver consistently superior financial performance. In 2000, we will build upon our past success as we further develop our sales culture and apply it to the growing, healthy markets in which we conduct business. Based on the commitment and experience of our management and staff, the strength of our balance sheet, and our disciplined philosophy, we are poised to capitalize on opportunities in the new millennium.

This report contains forward-looking statements that are based on management's beliefs, assumptions, current expectations, estimates, and projections about the financial services industry, the economy, and Old Kent itself. Words such as "anticipates," "believes," "estimates," "expects," "intends," "is likely," "plans," "will," and similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and involve certain uncertainties and assumptions. Actual results and outcomes may materially differ from what may be expressed in such forward-looking statements. Factors that could cause a difference between an outcome and a forward-looking statement include changes in interest rates, demand, or competition; changes in laws, regulations, or policies; the outcome of litigation and contingencies; trends in customer behavior and credit-worthiness; and the general economic climate. Old Kent undertakes no obligation to update forward-looking statements as a result of new information.

*Per share data has been adjusted for stock dividends and a stock split

We have audited, in accordance with generally accepted auditing standards, the consolidated balance sheets of Old Kent Financial Corporation (a Michigan corporation) and subsidiaries as of December 31, 1999 and 1998, and the related consolidated statements of income, cash flows, and shareholders' equity for each of the three years in the period ended December 31, 1999, appearing in the 1999 Annual Report included with the proxy statement for the annual meeting of the shareholders, not appearing herein. In our report dated January 14, 2000, also appearing in the 1999 Annual Report, we expressed an unqualified opinion on those consolidated statements.

In our opinion, the information set forth in the condensed consolidated financial statements on pages 31 and 32 is fairly stated, in all material respects, in relation to the consolidated financial statements from which it has been derived.

Chicago, Illinois

January 14, 2000

*Member of Management Group

Old Kent Financial Corporation   111 Lyon Street NW   Grand Rapids, Michigan 49503