UNITED STATES

                  SECURITIES AND EXCHANGE COMMISSION

                        Washington, D.C.  20549

                              Form 10-Q

    (Mark One)

        X    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                      SECURITIES EXCHANGE ACT OF 1934
                 For the quarterly period ended September 30, 1999


                                   - OR -

           TRANSACTION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                      SECURITIES EXCHANGE ACT OF 1934
                 For the transition period from            to

                Commission file number 0-20987

                 Grand Premier Financial Inc.
           (Exact Name of Registrant as Specified in its Charter)

            Delaware                                     36-4077455
  (State or Other Jurisdiction of                      (IRS Employer
  Incorporation or Organization)                      Identification No.)

   486 W. Liberty St., Wauconda, IL                      60084-2489
  (Address of Principal Executive Office)                (Zip Code)

  Registrant's telephone number, including area code:  (847) 487-1818


      Indicate by check mark whether the registrant (1) has filed all
  reports required to be filed by Section 13 or 15(d) of the Securities
  Exchange Act of 1934 during the preceding 12 months (or for such shorter
  period that the registrant was required to file such reports) and (2) has
  been subject to such filing requirements for the past 90 days.  Yes  X
  or No


      The number of shares of the registrant's Common Stock outstanding on
  October 29, 1999 was 22,292,235 shares.






             GRAND PREMIER FINANCIAL INCORPORATED

                 FORM 10-Q - QUARTERLY REPORT

             FOR QUARTER ENDED SEPTEMBER 30, 1999

                       TABLE OF CONTENTS





PART I. FINANCIAL INFORMATION                                     Page

  Item 1. Financial Statements

          Consolidated Balance Sheets (unaudited)
            September 30, 1999 and December 31, 1998.             3 -  4

          Consolidated Statements of Income (unaudited)
            Nine Months Ended September 30, 1999 and 1998         5 -  6
            Three Months Ended September 30, 1999 and 1998        7 -  8

          Consolidated Statements of Cash Flow (unaudited)
            Nine Months Ended September 30, 1999 and 1998         9 - 10

          Notes to Unaudited Consolidated Financial Statements   11 - 13

  Item 2. Management's Discussion and Analysis of
          Financial Condition and Results of Operations.         14 - 24

  Item 3. Quantitative and Qualitative Disclosures About
          Market Risk                                            25


PART II. OTHER INFORMATION

  Item 6. A. Exhibits                                            26 - 28

          B. Reports on Form 8-K                                 28












                 GRAND PREMIER FINANCIAL, INC.
                       AND SUBSIDIARIES

                  CONSOLIDATED BALANCE SHEETS
                         (Unaudited)

                            ASSETS
                        (000's omitted
                      except share data)

                                             September 30,   December 31,
                                                   1999          1998

Cash and non-interest bearing deposits          $   38,641    $   52,994
Interest bearing deposits                            1,308         1,718
Federal funds sold                                  30,339        48,000
    Cash and cash equivalents                       70,288       102,712

Securities available for sale, at fair value       406,523       516,083
Securities purchased under agreements to resell      9,894        10,195

Loans                                            1,091,830       957,153
  Less: Unearned income                             (1,453)         (953)
        Allowance for possible loan losses         (13,031)      (12,443)
    Net loans                                    1,077,346       943,757

Bank premises and equipment                         31,001        34,099
Excess cost over fair value of
  net assets acquired, net                          14,079        15,281
Accrued interest receivable                         11,861        11,573
Other assets                                        21,692        14,541

          Total assets                          $1,642,684    $1,648,241


















       The accompanying unaudited notes are an integral
       part of these consolidated financial statements.


                 GRAND PREMIER FINANCIAL, INC.
                       AND SUBSIDIARIES

                  CONSOLIDATED BALANCE SHEETS
                         (Unaudited)
                          (continued)

             LIABILITIES AND STOCKHOLDERS' EQUITY
                        (000's omitted
                      except share data)

                                             September 30,   December 31,
                                                  1999           1998
Liabilities

  Non-interest bearing deposits                 $  177,109    $  199,084
  Interest bearing deposits                      1,167,640     1,161,936
          Total deposits                         1,344,749     1,361,020

  Short-term borrowings                             14,457        11,887
  Long-term borrowings                              70,000        70,000
  Other liabilities                                 24,703        21,945

          Total liabilities                      1,453,909     1,464,852


Stockholders' equity

  Preferred stock - $.01 par value, 2,000,000
    shares authorized:
      Series B convertible, $1,000 stated value,
        8.00%, 7,250 shares authorized, issued
        and outstanding                              7,250         7,250
      Series C perpetual, $1,000 stated value,
        8.00%, 2,000 shares authorized, issued
        and outstanding                              2,000         2,000
  Common stock - $.01 par value
    Number of Shares    9/30/99       12/31/98
      Authorized      30,000,000     30,000,000
      Issued          22,360,891     22,047,672
      Outstanding     22,291,557     21,981,739        224           220
  Surplus                                           80,703        79,056
  Retained earnings                                 99,974        88,756
  Accumulated other comprehensive income (loss)       (666)        6,794
  Treasury stock, at cost (69,334 shares
    at 9/30/99 and 65,933 shares at 12/31/98)         (710)         (687)

          Stockholders'  equity                    188,775       183,389

          Total liabilities &
          stockholders' equity                  $1,642,684    $1,648,241


      The accompanying unaudited notes are an integral
       part of these consolidated financial statements.


                 GRAND PREMIER FINANCIAL, INC.
                       AND SUBSIDIARIES

               CONSOLIDATED STATEMENTS OF INCOME
                          (Unaudited)
                        (000's omitted
                    except per share data)

         NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998

                                                    1999          1998

Interest income
  Interest and fees on loans                      $64,007       $66,281
  Interest and dividends on
    investment securities:
      Taxable                                      11,439        13,416
      Exempt from federal income tax                6,585         6,263
  Other interest income                             1,514         1,851

          Total interest income                    83,545        87,811

Interest expense
  Interest on deposits                             32,964        36,779
  Interest on short-term borrowings                   481           772
  Interest on long-term borrowings                  3,246         3,246

          Total interest expense                   36,691        40,797

Net interest income                                46,854        47,014
Provision for possible loan losses                  2,050         2,700

Net interest income after provision
  for possible loan losses                         44,804        44,314

Other income
  Service charges on deposits                       3,615         4,269
  Trust fees                                        2,781         2,547
  Investment securities gains, net                    132        20,132
  Gains on sales of branches and deposits           7,869             -
  Other income                                      3,475         3,195

          Total other income                       17,872        30,143

Other expenses
  Salaries                                         13,677        14,204
  Pension, profit sharing and other
    employee benefits                               3,966         3,805
  Net occupancy of bank premises                    3,344         3,365
  Furniture and equipment                           2,843         2,990
  Amortization of excess cost over fair
    value of net assets acquired                    1,203         1,203
  Other                                            11,635        11,726

          Total other expenses                    $36,668       $37,293



       The accompanying unaudited notes are an integral
       part of these consolidated financial statements.


                 GRAND PREMIER FINANCIAL, INC.
                       AND SUBSIDIARIES

               CONSOLIDATED STATEMENTS OF INCOME
                          (Unaudited)
                          (Continued)
                        (000's omitted
                    except per share data)


         NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998


                                                    1999          1998


Earnings before income taxes                      $26,008       $37,164
Income tax expense                                  8,220        13,229

Net income                                        $17,788       $23,935



Earnings per share
      Basic                                       $   .78       $  1.06
      Diluted                                     $   .76       $  1.03
































       The accompanying unaudited notes are an integral
       part of these consolidated financial statements.


                 GRAND PREMIER FINANCIAL, INC.
                       AND SUBSIDIARIES

               CONSOLIDATED STATEMENTS OF INCOME
                          (Unaudited)
                        (000's omitted
                    except per share data)

        THREE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998

                                                    1999          1998
Interest income
  Interest and fees on loans                      $22,427       $21,644
  Interest and dividends on
    investment securities:
      Taxable                                       3,740         4,755
      Exempt from federal income tax                2,147         2,134
  Other interest income                               696           890

          Total interest income                    29,010        29,423

Interest expense
  Interest on deposits                             11,565        12,540
  Interest on short-term borrowings                   175           166
  Interest on long-term borrowings                  1,094         1,094

          Total interest expense                   12,834        13,800

Net interest income                                16,176        15,623
Provision for possible loan losses                    750           900

Net interest income after provision
  for possible loan losses                         15,426        14,723

Other income
  Service charges on deposits                       1,307         1,428
  Trust fees                                          927           849
  Investment securities gains, net                      3        18,206
  Other income                                        912         1,212

          Total other income                        3,149        21,695

Other expenses
  Salaries                                          4,671         4,703
  Pension, profit sharing and other
    employee benefits                               1,422         1,289
  Net occupancy of bank premises                    1,095         1,192
  Furniture and equipment                             891         1,000
  Amortization of excess cost over fair
    value of net assets acquired                      401           401
  Other                                             4,105         4,570

          Total other expenses                    $12,585       $13,155



       The accompanying unaudited notes are an integral
       part of these consolidated financial statements.


                 GRAND PREMIER FINANCIAL, INC.
                       AND SUBSIDIARIES

               CONSOLIDATED STATEMENTS OF INCOME
                          (Unaudited)
                          (Continued)
                        (000's omitted
                    except per share data)

           THREE MONTHS SEPTEMBER 30, 1999 AND 1998

                                                    1999          1998


Earnings before income taxes                      $ 5,990       $23,263
Income tax expense                                  1,739         8,747

Net income                                        $ 4,251       $14,516



Earnings per share
      Basic                                       $   .18       $   .65
      Diluted                                     $   .18       $   .62
































       The accompanying unaudited notes are an integral
       part of these consolidated financial statements.


                 GRAND PREMIER FINANCIAL, INC.
                       AND SUBSIDIARIES

             CONSOLIDATED STATEMENT OF CASH FLOWS
                          (Unaudited)
                        (000's omitted)

         NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998


                                                       1999        1998
Cash flows from operating activities:
  Net income                                        $ 17,788    $ 23,935
  Adjustments to reconcile net earnings to
     net cash from operating activities:
    Amortization net, related to:
      Investment securities                               28       1,051
      Excess of cost over net assets acquired          1,203       1,203
      Other                                              721         251
    Depreciation                                       2,964       3,079
    Provision for possible loan losses                 2,050       2,700
    Gain on sale related to:
      Branches and deposits                           (7,869)          -
      Investment securities                             (132)    (20,132)
      Loans sold to secondary market                    (370)       (367)
      Other real estate owned                            (51)       (166)
      Bank premises and equipment                       (337)          -
    Loans originated for sale                        (24,454)    (52,149)
    Loans sold to secondary market                    24,824      52,516
    Change in:
      Other assets                                    (2,662)     19,308
      Other liabilities                                2,729      (3,506)

        Net cash from operating activities            16,432      27,723


Cash flows from investing activities:
  Purchase of securities available for sale         (126,824)   (268,452)
  Proceeds from:
    Maturities of securities available for sale      200,916     157,575
    Sales of securities available for sale            23,206      55,048
    Sales of other real estate owned                     547       2,095
    Sales of bank premises and equipment               1,368           -
  Net (increase) decrease in loans                  (136,717)     71,606
  Purchases of bank premises and equipment              (908)     (2,585)
  Net decrease in securities purchased
    under agreements to resell                           301       6,147

        Net cash from investing activities          $(38,111)   $ 21,434



       The accompanying unaudited notes are an integral
       part of these consolidated financial statements.


                 GRAND PREMIER FINANCIAL, INC.
                       AND SUBSIDIARIES

             CONSOLIDATED STATEMENT OF CASH FLOWS
                         (Continued)
                          (Unaudited)
                        (000's omitted)

         NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998



                                                       1999        1998

Cash flows from financing activities:
  Net increase in deposits                          $ 68,852    $ 25,302
  Payments for deposits included in branch sales     (77,254)          -
  Net increase (decrease) in short term borrowings     2,570     (36,159)
  Dividends paid                                      (6,540)     (5,959)
  Other financing activities                           1,627        (565)

        Net cash from financing activities           (10,745)    (17,381)

Net increase (decrease) in cash and
  cash equivalents                                   (32,424)     31,776
Cash and cash equivalents at beginning of period     102,712      63,661

Cash and cash equivalents at end of period          $ 70,288    $ 95,437




Supplemental disclosure of cash flow information:

  Cash paid during the year for:
    Interest                                          36,590       41,232
    Income taxes                                       6,950        2,650

  Non-cash activities:
    Loans transferred to other real estate owned         367          108












       The accompanying unaudited notes are an integral
       part of these consolidated financial statements.


                 GRAND PREMIER FINANCIAL, INC.
                       AND SUBSIDIARIES

     NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS


1.  Basis of Presentation

   The accompanying unaudited consolidated financial statements include
   the financial information of Grand Premier Financial, Inc. (the
   "Company") and its subsidiaries, all of which are wholly owned.
   Significant intercompany balances and transactions have been
   eliminated.  The consolidated financial statements for the nine months
   ended September 30, 1999 and 1998 are unaudited.  In the opinion of
   management, the interim financial statements reflect all adjustments
   (consisting only of adjustments of a normal recurring nature)
   necessary for a fair presentation of Grand Premier's financial
   position, results of operations and cash flows for the interim periods
   presented.  The results for such interim periods are not necessarily
   indicative of the results for the full year. The consolidated
   financial statements and notes to the consolidated financial
   statements contained in the Annual Report on Form 10-K for the year
   ended December 31, 1998, should be read in conjunction with these
   consolidated financial statements.


2.  Comprehensive Income

   In 1998, the Company adopted Statement of Financial Accounting
   Standards No. 130, "Reporting Comprehensive Income" ("SFAS 130") which
   establishes standards for reporting and the display of comprehensive
   income and its components in a full set of general purpose financial
   statements.  SFAS 130 requires all items to be recognized under
   accounting standards as components of comprehensive income be reported
   in a financial statement that is displayed in equal prominence with
   other financial statements. The Company is required to classify items
   of "other comprehensive income" by their nature in the financial
   statement and display the balance of other comprehensive income
   separately in the stockholders' equity section of the balance sheet.
   For interim reporting purposes, the disclosure of other comprehensive
   income may be included in the notes to the interim financial
   statements.

   The Company's comprehensive income includes net income and other
   comprehensive income comprised entirely of unrealized gains or losses
   on securities available for sale, net of tax.


                 GRAND PREMIER FINANCIAL, INC.
                       AND SUBSIDIARIES

     NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                          (continued)


2.  Comprehensive Income (continued)

                                                      Nine months ended
                                                         September 30,
                                                       1999      1998

     Net income                                       $17,788   $23,935

     Other comprehensive income, net of tax
         Unrealized gains (losses) on securities:
           Unrealized holding gain (loss)
             arising during the period                 (7,216)    1,995
           Reclassification adjustment for
             gains included in net income                (244)  (10,178)
     Other comprehensive income (loss)                 (7,460)   (8,183)

     Comprehensive income                             $10,328   $15,752


                                                     Three months ended
                                                        September 30,
                                                       1999      1998

     Net income                                       $ 4,251   $14,516

     Other comprehensive income, net of tax
         Unrealized gains (losses) on securities:
           Unrealized holding gain (loss)
             arising during the period                 (2,316)    1,649
           Reclassification adjustment for
             gains included in net income                 (42)  (11,672)
     Other comprehensive income (loss)                 (2,358)  (10,023)

     Comprehensive income                             $ 1,893   $ 4,493


                 GRAND PREMIER FINANCIAL, INC.
                       AND SUBSIDIARIES

     NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                          (continued)

3. Earnings Per Share

   The following schedule reconciles net income to income available to
   common stockholders and the number of average shares used in the
   computation of basic and diluted earnings per share (in thousands
   except share and per share data).

<TABLE>
<CAPTION>
                                           Three months ended             Nine months ended
                                              September 30,                 September 30,
                                             1999        1998              1999        1998
<S>                                  <C>          <C>             <C>          <C>
   Basic:
     Net income                         $ 4,251     $14,516          $17,788      $23,935
     Less: Dividends on
       preferred stock                     (185)       (185)            (555)        (555)
     Income available to
       common stockholders              $ 4,066     $14,331          $17,233      $23,380

     Average common
       shares outstanding            22,274,259   21,985,843      22,123,818   21,974,413

     Basic earnings per share             $ .18        $ .65           $ .78        $1.06


   Diluted:
     Net income                         $ 4,251      $14,516         $17,788      $23,935
     Less: Dividends on
       preferred stock                     (185)        (185)           (555)        (555)
     Add: Dividends on convertible
       preferred stock                      145          145             435          435
     Income available to
       common stockholders              $ 4,211      $14,476         $17,668      $23,815

     Average common
       shares outstanding            22,274,259   21,985,843      22,123,818   21,974,413
     Dilutive effect of:
       Stock options                     70,775      262,832          64,297      311,375
       Convertible preferred stock      936,852      936,852         936,852      936,852
     Total average shares and
       assumed conversions           23,281,886   23,185,527      23,124,967   23,222,640

     Diluted earnings per share           $ .18        $ .62           $ .76        $1.03

</TABLE>

4. Merger

The Company signed a definitive agreement on September 9, 1999 for the
merger of Grand Premier Financial Inc., into a wholly owned subsidiary of
Old Kent Financial Corporation. The merger is intended to be structured
as a pooling-of-interests for accounting purposes and as a tax free
exchange of shares. Under the terms of the merger agreement, each share
of Grand Premier Financial, Inc. common stock will be converted into
0.4231 shares of Old Kent Financial Corporation common stock and each
share of Grand Premier Financial, Inc. preferred stock will be converted
into one share of Old Kent Financial Corporation preferred stock with
substantially identical terms. The merger, which is subject to Grand
Premier Financial, Inc. shareholder and regulatory approval, is expected
to be consummated early in the second quarter of 2000.


                 GRAND PREMIER FINANCIAL, INC.
                       AND SUBSIDIARIES

            MANAGEMENT'S DISCUSSION AND ANALYSIS OF
         FINANCIAL CONDITION AND RESULTS OF OPERATIONS


This discussion provides an analysis of the Company's financial condition
and results of operations, and is intended to cover significant factors
affecting the Company's overall performance during the interim periods
presented.  It is designed to provide shareholders with a more
comprehensive review of the operating results and financial condition
that are not otherwise apparent from the consolidated financial
statements included in this report, and should be read in conjunction
with the consolidated financial statements, accompanying notes and other
financial information included elsewhere in this report and in the 1998
Annual Report on Form 10-K.

Statements or comments contained in the following discussion and analysis
of financial condition and results of operations that are not historical
facts may contain forward looking information that involve substantial
risks and uncertainties. Such statements include references to
management's "belief," "opinion," or "expectations" or words of similar
import. Actual results, performance or achievements could differ
materially from the results, performance or achievements expressed or
implied by these forward looking statements. For a discussion of these
risks and uncertainties, see the "Management's Discussion and Analysis of
Financial Condition and Results of Operations" in the 1998 Annual Report
on Form 10-K.

Merger

The Company signed a definitive agreement on September 9, 1999 for the
merger of Grand Premier Financial Inc., into a wholly owned subsidiary of
Old Kent Financial Corporation. The merger is intended to be structured
as a pooling-of-interests for accounting purposes and as a tax free
exchange of shares. Under the terms of the merger agreement, each share
of Grand Premier Financial, Inc. common stock will be converted into
0.4231 shares of Old Kent Financial Corporation common stock and each
share of Grand Premier Financial, Inc. preferred stock will be converted
into one share of Old Kent Financial Corporation preferred stock with
substantially identical terms. The merger, which is subject to Grand
Premier Financial, Inc. shareholder and regulatory approval, is expected
to be consummated early in the second quarter of 2000. For additional
information concerning the merger agreement, see Exhibit 2.2 in Item 6 of
this report.


                 GRAND PREMIER FINANCIAL, INC.
                       AND SUBSIDIARIES

            MANAGEMENT'S DISCUSSION AND ANALYSIS OF
         FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                          (continued)


Results of Operations

For the nine months ended September 30, 1999 net income was $17.8
million, or $.76 diluted earnings per share. For the similar period of
1998, net income was $23.9 million, or $1.03 diluted earnings per share.
Included in 1999 net income are after tax gains of approximately $4.7
million realized on the sales of four rural offices in the first quarter
and after tax securities gains of approximately $80,000. In 1998, after
tax securities gains that totaled $12.1 million were realized primarily
as the result of the Company's decision to sell its portfolio of listed
equity securities. Excluding securities gains and gains from the office
sales, net income in 1999 was $13.0 million, or $.56 diluted earnings per
share, compared to $11.8 million, or $.51 diluted earnings per share in
1998.

For the quarter ended September 30, net income was $4.3 million in 1999,
or $.18 diluted earnings per share, compared to $14.5 million in 1998, or
$.62 diluted earnings per share. Net after tax securities gains realized
during the quarter were nominal in 1999, however, they amounted to $11.0
million in the third quarter 1998. Excluding securities gains, net income
was $3.5 million, or $.15 diluted earnings per share for the third
quarter of 1998.

Taxable equivalent net interest income remained stable at $50.4 million
for the nine months ended 1999 and 1998. Average earning assets also
remained stable at $1.47 billion for both years. A generally lower
interest rate environment in 1999 compared to 1998 contributed to lower
average yields earned and rates paid. The average yield on earning assets
decreased 39 basis points to 7.91% in 1999 compared to 8.30% in 1998
producing taxable equivalent interest income of $87.1 million and $91.2
million for the nine month periods of 1999 and 1998, respectively. The
decrease in interest income was offset by a similar decrease in interest
expense to $36.7 million in 1999 compared to $40.8 million in 1998.
Average interest bearing liabilities decreased to $1.19 billion in 1999
from $1.23 billion primarily as the result of the Company's sales of four
of its rural offices in the first quarter 1999. The Company's decreased
interest expense is the combined result of the lower amount of interest
bearing liabilities and lower average rate paid (4.11% in 1999 versus
4.44% in 1998). A slight shift in interest bearing liabilities from time
deposits to money market and savings also contributed to a lower average
rate paid. Overall, the Company's net interest margin remained stable at
4.58% in 1999 compared to 4.59% in 1998 (see Average Balances, Interest
and Average Interest Rates for the nine months ended September 30).


                 GRAND PREMIER FINANCIAL, INC.
                       AND SUBSIDIARIES

            MANAGEMENT'S DISCUSSION AND ANALYSIS OF
         FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                          (continued)


Taxable equivalent net interest income increased 3.3% to $17.3 million
for the three months ended September 30, 1999 compared to $16.8 million
in the same quarter one year earlier. In a quarter-to-quarter comparison,
the yield on earning assets decreased 20 basis to 7.92% in 1999 and
interest income decreased $408,000 to $30.2 million in 1999. The decrease
in interest income was attributable to the combined effects of lower
yields in all earning asset categories, a $17.7 million increase in
earning assets to $1.51 billion in 1999, plus a change in asset mix that
included a shift from lower yielding investment securities to higher
yielding loans. The Company's decrease in interest income is more than
offset by a $966,000 decrease in interest expense to $12.8 million for
the third quarter 1999 from $13.8 million in 1998. The decrease in
interest paid is the combined result of a 28 basis point decrease in
average rates paid to 4.15% in 1999 and a $7.8 million decrease in total
interest bearing liabilities to $1.23 billion in 1999. Overall in a
quarter-to-quarter comparison, the Company's net interest margin improved
9 basis points to 4.55% in 1999 (see Average Balances, Interest and
Average Interest Rates for the three months ended September 30).


                    GRAND PREMIER FINANCIAL, INC.
                          AND SUBSIDIARIES


               MANAGEMENT'S DISCUSSION AND ANALYSIS OF
            FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                             (continued)

<TABLE>

Average Balances, Interest and Average Interest Rates
(dollars in thousands)

<CAPTION>

Nine months ended September 30,                         1999                                1998
                                             Average              Average        Average               Average
                                             Balance   Interest      Rate        Balance   Interest     Rate

<S>                                       <C>          <C>        <C>          <C>         <C>         <C>
Interest bearing deposits in other banks  $     1,308  $     43     4.40%      $     379    $    16     5.64%
Federal funds sold and securities
   purchased under agreements to resell        37,273     1,471     5.28%         41,001      1,835     5.98%
Investment securities <F1>:
   Taxable                                    266,702    11,439     5.73%        298,854     13,416     6.00%
   Exempt from federal income tax <F2>        154,058    10,131     8.79%        140,627      9,635     9.16%
Loans net of unearned income <F2><F3>       1,013,292    64,048     8.45%        989,065     66,344     8.97%
      Total earning assets                  1,472,633    87,132     7.91%      1,469,926     91,246     8.30%

Cash and noninterest bearing deposits          37,344                             45,758
Allowance for possible loan losses            (12,961)                           (13,928)
Premises and equipment                         32,310                             35,193
Available for sale securities valuation         6,441                             24,751
Other assets                                   43,060                             53,166

      Total assets                        $ 1,578,827                        $ 1,614,866


Interest Bearing Deposits:
  Transaction                             $   186,885     2,880     2.06%    $   191,909      3,277     2.28%
  Money market and savings                    410,649    10,108     3.29%        389,271     10,089     3.47%
  Time                                        510,549    19,976     5.23%        557,265     23,413     5.62%
Short-term borrowings                          14,519       481     4.43%         20,363        772     5.07%
Long-term borrowings                           70,000     3,246     6.20%         70,000      3,246     6.20%
Total interest bearing liabilities          1,192,602    36,691     4.11%      1,228,808     40,797     4.44%

      Average interest rate spread                                  3.80%                               3.86%

Other liabilities and stockholders' equity:
Noninterest bearing deposits                  173,249                            180,010
Other liabilities                              24,176                             27,361
Stockholders' equity                          188,800                            178,687
Total average liabilities
  and stockholders' equity                $ 1,578,827                        $ 1,614,866

Net interest income / margin                            $50,441     4.58%                   $50,449     4.59%



<FN>
<F1> Average balances and yields exclude the effects of unrealized gains or losses on available for sale
     securities.
<F2> Interest and yields are on a taxable equivalent basis assuming a 35% tax rate.
<F3> Average balances include nonaccrual loans.
</FN>
</TABLE>


                    GRAND PREMIER FINANCIAL, INC.
                          AND SUBSIDIARIES


               MANAGEMENT'S DISCUSSION AND ANALYSIS OF
            FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                             (continued)


<TABLE>
Average Balances, Interest and Average Interest Rates
(dollars in thousands)


<CAPTION>
Three months ended September 30,                        1999                                1998
                                             Average              Average        Average               Average
                                             Balance   Interest      Rate        Balance   Interest     Rate

<S>                                       <C>          <C>        <C>          <C>         <C>         <C>
Interest bearing deposits in other banks  $     1,186  $     11     3.68%      $     381    $     6     6.25%
Federal funds sold and securities
   purchased under agreements to resell        50,543       685     5.38%         62,361        884     5.62%
Investment securities <F1>:
   Taxable                                    251,575     3,740     5.90%        328,648      4,755     5.74%
   Exempt from federal income tax <F2>        150,883     3,303     8.69%        144,355      3,282     9.02%
Loans net of unearned income <F2><F3>       1,057,893    22,438     8.41%        958,622     21,658     8.96%
      Total earning assets                  1,512,080    30,177     7.92%      1,494,367     30,585     8.12%

Cash and noninterest bearing deposits          39,010                             39,964
Allowance for possible loan losses            (12,613)                           (12,970)
Premises and equipment                         31,468                             35,043
Available for sale securities valuation         1,465                             19,718
Other assets                                   44,197                             49,133

      Total assets                        $ 1,615,607                        $ 1,625,255


Interest Bearing Deposits:
  Transaction                             $   193,922     1,045     2.14%    $   199,064      1,174     2.34%
  Money market and savings                    419,024     3,578     3.39%        397,819      3,568     3.56%
  Time                                        528,998     6,942     5.21%        554,310      7,798     5.58%
Short-term borrowings                          15,646       175     4.44%         14,221        166     4.63%
Long-term borrowings                           70,000     1,094     6.20%         70,000      1,094     6.20%
Total interest bearing liabilities          1,227,590    12,834     4.15%      1,235,414     13,800     4.43%

      Average interest rate spread                                  3.77%                               3.69%

Other liabilities and stockholders' equity:
Noninterest bearing deposits                  175,879                            182,461
Other liabilities                              22,012                             26,745
Stockholders' equity                          190,126                            180,635
Total average liabilities
  and stockholders' equity                $ 1,615,607                        $ 1,625,255

Net interest income / margin                            $17,343     4.55%                   $16,785     4.46%



<FN>
<F1> Average balances and yields exclude the effects of unrealized gains or losses on available for sale
     securities.
<F2> Interest and yields are on a taxable equivalent basis assuming a 35% tax rate.
<F3> Average balances include nonaccrual loans.
</FN>
</TABLE>


                GRAND PREMIER FINANCIAL, INC.
                       AND SUBSIDIARIES

            MANAGEMENT'S DISCUSSION AND ANALYSIS OF
         FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                          (continued)


The Company reduced its year-to-date provision for possible loan losses
to $2.05 million in 1999 compared to $2.70 million in 1998. Third quarter
provisions totaled $750,000 and $900,000 in 1999 and 1998, respectively.
The Company's provisions are based on periodic evaluations by management
of the adequacy of the allowance for possible loan losses. These
evaluations consider numerous factors including, but not limited to,
current economic conditions, loan portfolio composition, prior loan loss
experience, and an estimation of potential losses.

The modest reduction in the Company's year-to-date provision is, in
management's opinion, consistent with an improvement in overall asset
quality since September 30, 1998. Specifically, nonperforming loans
(nonaccrual loans, accruing loans 90 days or more past due and
renegotiated loans) totaled $6.5 million at September 30, 1999 compared
to $7.5 million at December 31, 1998 and $9.3 million at September 30,
1998. Year to date net charge-offs totaled $1.5 million in 1999 compared
to $5.2 million in 1998. Approximately $1.2 million and $4.3 million net
charge-offs for 1999 and 1998, respectively, were associated with the
indirect auto loan portfolio for which the Company made a provision for
possible loan losses of approximately $6 million during the final quarter
of 1997.

The Company has experienced strong growth (annualized rate in excess of
18%) in its loan portfolio since year end 1998, with outstanding loans
totaling $1.090 billion at September 30, 1999 versus $956.2 million at
December 31, 1998. The effect of portfolio expansion has resulted in the
allowance for possible loan losses declining from 1.30% of gross loans at
year end 1998 to 1.20% of gross loans at September 30, 1999. The ratio
was 1.50% at December 31, 1997. Although management believes the
allowance for possible loan losses is adequate in relation to general
economic and portfolio conditions as of September 30, 1999, management
plans to closely monitor industry and external trends over the next
several months within the context of the specific factors noted above. In
addition, recent increases in interest rates and the indicated Federal
Reserve Bank bias toward tightening rates raises concerns that such rate
increases may result in reduced cash flow available to borrowers for
principal repayment.


                 GRAND PREMIER FINANCIAL, INC.
                       AND SUBSIDIARIES

            MANAGEMENT'S DISCUSSION AND ANALYSIS OF
         FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                          (continued)


Other income was $17.9 million for the first nine months of 1999 and
$30.1 million in 1998. Gains from the sales of four rural offices, and
their associated deposit liabilities that totaled $85.1 million,
contributed $7.9 million to other income during the first quarter 1999.
Securities gains contributed $20.1 million in 1998 compared to $132,000
in 1999. Excluding gains from the office sales and securities gains, year
to date other income totaled $9.9 million in 1999 and $10.0 million in
1998. Service charges on deposits were $3.6 million in 1999, $654,000
lower than 1998. The decrease in service charges is primarily
attributable to the sales of the branch deposit liabilities combined with
planned fee waivers during a data processing conversion in the second
quarter 1999. Fees from trust services were $2.8 million through
September 30, 1999, 9% greater than $2.5 million at September 30, 1998.
Gains from the sale of two bank properties added $388,000 to other income
in 1999 totaling $3.5 million compared with $3.2 million in 1998. Net
check printing revenues of $65,000 are included in other income for 1999
while gross revenues of $586,000 are included in other income for 1998
with check printing costs of $506,000 separately included in other
expense.

Total other income for the third quarter 1999 was $3.1 million compared
to the $21.7 million in 1998. Securities gains, mainly from the sale of
the Company's portfolio of listed equity securities, were $18.2 million
in 1998 compared to $3,000 in 1999. Other income excluding securities
gains totaled $3.1 million in 1999 and $3.5 million in 1998. Service
charges on deposits, the largest source of recurring other income, was
$1.3 million in the third quarter 1999 or $121,000 less than $1.4 million
in the same quarter 1998. The decrease in service charges is partially
offset by a $78,000 increase in trust fees to $927,000 in 1999. All other
income was $912,000 in 1999 and $1.2 million in 1998. Lower realized
gains from the sale of loans ($81,000 in 1999 and $182,000 in 1998) and
check printing costs ($189,000) contributed to the decrease.

Other expenses totaled $36.7 million for the first nine months of 1999
compared to $37.3 million in 1998. The decrease in other expenses is
largely attributable to a $366,000 reduction in salary and employee
benefit expenses to $17.6 million in 1999. The Company employed 575 full
time equivalent employees at September 30, 1999 compared to 605 one year
earlier. Occupancy and equipment expenses decreased $168,000 to $6.2
million in 1999 mainly from a reduction in depreciation expense. Other
expenses also declined from $11.7 million in 1998 to $11.6 million in
1999. Included in 1999 other expenses are $750,000 in non-tax deductible
professional fees associated with the pending merger with Old Kent
Financial Corporation. The Company currently estimates that additional
expenses relating to the merger will be approximately $2.5 million.


                 GRAND PREMIER FINANCIAL, INC.
                       AND SUBSIDIARIES

            MANAGEMENT'S DISCUSSION AND ANALYSIS OF
         FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                          (continued)


The merger, which is subject to regulatory and shareholder approval, is
anticipated to be consummated early in the second quarter of 2000.
Forgery and other fraudulent losses totaling $590,000 also significantly
impacted other expenses in 1999. In 1998, other expenses included costs
associated with the closing of two branch offices ($472,000) and
write-off of obsolete software ($206,000).

Other expenses for the third quarter 1999 were $12.6 million compared to
$13.2 million in 1998. Salaries and benefits remained comparable at $6.1
million and $6.0 million in 1999 and 1998, respectively. Occupancy and
equipment expenses were $206,000 lower than the $2.2 million in 1998 due,
in part, to the closing of two branches in the third quarter 1998 and
sales of four branches in 1999. Other expenses in 1999 included
merger related professional fees of $750,000, fraud and forgery losses
totaling $170,000 partially offset by savings of approximately $250,000
from the conversion to an in-house data processing system. Third quarter
1998 other expenses included the costs of closing two branch offices and
write-off of obsolete software.

Income tax expense was $8.2 million for the first nine months of 1999
resulting in an effective tax rate of 31.6% compared to $13.2 million,
35.6% effective tax rate, in 1998. In a third quarter comparison, tax
expense was $1.7 million and $8.7 million, producing effective tax rates
of 29.0% and 37.6% for 1999 and 1998, respectively. The higher effective
tax rate of 1998 is largely attributable to the fully taxable securities
gains. Also, the Company's formation of a separate operating subsidiary
to fund certain real estate related loans during the third quarter of
1999, with a corresponding reduction of state taxable income, contributed
to the lower effective tax rate for for the three and nine month periods
of 1999. The effective tax rate was partially offset by non-deductible
professional fees.

Financial Condition

Total assets were $1.64 billion at September 30, 1999 compared to $1.65
billion nine months earlier at December 31, 1998. Gross loans totaled
$1.09 billion at September 30, 1999, an increase of $134 million (13.9%)
from $956.2 million at December 31, 1998. Based on the Company's unfunded
loan commitments, management anticipates continued strong loan growth in
the near future. Funding of loan growth has come primarily from proceeds
from sales and maturities of investment securities and short term
investments in federal funds sold. The carrying value of investment
securities was $406.5 million and $516.1 million at September 30, 1999
and December 31, 1998, respectively. Short term investments in federal
funds sold also decreased from $48 million to $30 million during the nine
month period.


                 GRAND PREMIER FINANCIAL, INC.
                       AND SUBSIDIARIES

            MANAGEMENT'S DISCUSSION AND ANALYSIS OF
         FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                          (continued)


Funding from deposit liabilities totaled $1.34 billion at September 30,
1999 compared to $1.36 billion at year end 1998. The Company has
effectively replaced the deposit liabilities totaling $85.1 million that
were sold along with four rural branch offices during the first quarter
of 1999 with similar core deposits. Non-interest bearing deposits were
$177.1 million at September 30, 1999 compared to $199.1 million at year
end 1998. Interest bearing deposits increased slightly from $1.16 billion
at year end to $1.17 billion nine months later. Total stockholders equity
increased $5.4 million to $188.8 million at September 30, 1999 mainly
from an $11.2 million increase in retained earnings plus proceeds
totaling $1.7 million from the exercise of stock options, offset by a
$7.5 million decrease in accumulated other comprehensive income.

Year 2000 ("Y2K")

Many existing computer programs use only two digits to identify a year in
a date field. These programs were designed and developed without
considering the impact of a change in century. If not corrected, many
computer programs could fail or create erroneous results, which could
affect a company's ability to do business prior to, at, or after
December 31, 1999.

Financial service organizations such as Grand Premier are heavily reliant
upon computer systems for processing transactions and accounting for
services provided to customers. In April, 1999 the Company converted its
core data processing system (used to process transactions and maintain
customer records) to licensed software operated "in-house".  The software
was originally designed with four digit date fields and accordingly, the
vendor has asserted that the system is fully "year 2000 ready". In June,
1999 the Company conducted its own testing in order to validate the
vendor's assertions.  The testing was monitored and reviewed by an
independent third party.

As a part of the June 1999 testing, the Company leased a computer
identical to that used by the Company for daily processing.  The leased
machine was loaded with the Company's operating system, application
software, and databases.  The computer and software dates were advanced
to those outlined by the Federal Financial Institutions Examination
Council, and normal processing occurred. The Company did not find any Y2K
related exceptions on any of the systems.  Based on the test results, the
Company believes the systems will continue to function properly into the
next millennium.  In addition, the Company will continue to monitor the
testing efforts of other software licensees for Y2K related issues that
could potentially affect the Company.


                 GRAND PREMIER FINANCIAL, INC.
                       AND SUBSIDIARIES

            MANAGEMENT'S DISCUSSION AND ANALYSIS OF
         FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                          (continued)


In mid 1997, the Company established an internal task force to identify
and/or resolve issues related to the year 2000 change. In addition to the
internal task force, the Company employs one full-time project manager as
well as outside consultants dedicated to the year 2000 project.
The task force has completed a comprehensive inventory of all systems
used by the Company. These systems include not only data processing and
technology driven systems, but also systems which may have embedded chips
such as elevators, security systems, building controls, and various
office handling equipment. Further, the Company has identified those
systems, which are deemed "mission critical" to its business.

Other than its core data processing system, the Company contracts with
third party providers for many other systems.  Although the contracted
vendors bear the responsibility for making their systems "year 2000
compliant", assuming the costs associated with necessary changes, keeping
the Company apprised of their progress in meeting established benchmarks,
and certifying to the Company that the systems are in fact "year 2000
ready", the Company bears ultimate responsibility for testing, due
diligence and assurance that its major vendors will continue to provide
service without interruption due to the change in century at year-end
1999.

The Company maintains regular communications with vendors who provide
mission critical systems to the Company to verify that 1) their
time-lines and benchmarks are met, 2) testing is performed regularly and
according to schedule, and 3) necessary changes are being identified and
addressed. Similarly, the task force has established its own benchmarks
and timelines for managing the "year 2000 project", for evaluating and
changing (if necessary) other systems used internally by the Company, and
for prioritizing efforts with regard to overall year 2000 issues as they
apply to the Company.

In addition to the core data processing system test discussed above, the
Company has successfully completed testing of in-house mission critical
systems.  The timing and extent of mission critical testing for third
party systems is partially dependent on the vendor and accomplished
mostly through user group and/or proxy testing. Based on the testing
completed, management believes that the systems identified as mission
critical will continue to process through the millennium.

Management has developed contingency plans in the event that systems fail
to perform as expected. The contingency plans primarily include the use
of substitute third party service providers and/or a shift to manual
processes.


                 GRAND PREMIER FINANCIAL, INC.
                       AND SUBSIDIARIES

            MANAGEMENT'S DISCUSSION AND ANALYSIS OF
         FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                          (continued)

As a part of its credit analysis process, the Company has also developed
a project plan for assessing the Year 2000 readiness of its significant
credit customers. Information has been obtained from significant
borrowers relative to their year 2000 preparedness. The Company will
continue correspondence with these significant customers to monitor
continued progress and preparedness for year 2000.

The projected total cost of the year 2000 project is currently estimated
to be $300,000, consisting primarily of the internal project manager's
salary and external consulting fees. As of September 30, 1999, a
cumulative total of approximately $250,000 had been spent on the Year
2000 project. All costs associated with the year 2000 project are being
charged to expense as incurred. The estimate does not include the time
that internal staff and user departments are devoting to task force
meetings, planning, and testing relative to Year 2000. These costs are
not anticipated to have a material impact on operations.


                 GRAND PREMIER FINANCIAL, INC.
                       AND SUBSIDIARIES

           QUANTITATIVE AND QUALITATIVE DISCLOSURES
                       ABOUT MARKET RISK


The Company's exposure to market risk arises from changes in interest
rates. Managing interest rate risk is the responsibility of the Company's
Asset/Liability Management Committee ("ALCO") established by the Board of
Directors. ALCO meets periodically, at least quarterly, to evaluate the
Company's market risk exposure.

Based upon ALCO's most recent evaluation, management does not believe the
Company's risk position at September 30, 1999 has changed materially from
year-end 1998 as disclosed in the Company's Annual Report on Form 10-K.





                 GRAND PREMIER FINANCIAL, INC.
                       AND SUBSIDIARIES


PART II. OTHER INFORMATION



Item 6. Exhibits and Reports on Form 8-K

(A) Exhibits as follows:

The following exhibits are filed with, or incorporated by reference in,
this report.  Each management contract or compensatory plan or
arrangement required to be filed as an exhibit to this report has been
marked with an asterisk.

2.1     Agreement and Plan of Merger, dated January 22, 1996, among
        Northern Illinois Financial Corporation, Premier Financial
        Services, Inc and the Company (incorporated by reference to
        Exhibit 2.1 to the Company's Registration Statement on Form S-4,
        as amended, File No. 333-03327), as amended by the First Amendment
        thereto, dated March 18, 1996 (incorporated by reference to
        Exhibit 2.2 to the Company's Registration Statement on Form S-4,
        as amended, File No. 333-03327), and the Second Amendment thereto
        (incorporated by reference to Exhibit 2.3 to the Company's Current
        Report on Form 8-K, dated August 22, 1996, Commission File
        No. 0-20987).

2.2     Agreement and Plan of Merger, dated September 9, 1999, among Grand
        Premier Financial, Inc., Old Kent Financial Corporation, and OK
        Merger Corporation (incorporated by reference to Exhibit 2.1 of
        the Company's Current Report of Form 8-K filed September 15, 1999,
        Commission File No. 0-20987).

3.1     Amended and Restated Certificate of Incorporation of the Company
        (incorporated by reference to Appendix F to the final proxy
        statement prospectus included in the Company's Registration
        Statement on Form S-4, as amended, File No. 333-03327).

3.2     By-laws of the Company (incorporated by reference to Exhibit 3.4
        to the Company's Registration Statement on Form S-4, as amended,
        File No. 333-03327).

4.1     Rights Agreement, dated as of July 8, 1996, between Grand Premier
        Financial, Inc. and Premier Trust Services, Inc. (incorporated by
        reference to the Company's Registration Statement on Form S-4, as
        amended, File No. 333-03327).


                 GRAND PREMIER FINANCIAL, INC.
                       AND SUBSIDIARIES


4.2     Amendment No. 1, dated September 9, 1999, to the Rights Agreement,
        dated as of July 8, 1996, between Grand Premier Financial, Inc.
        and Grand Premier Trust and Investment, Inc., as successor to
        Premier Trust Services, Inc. (incorporated by reference to Exhibit
        4.1 to the Company's Form 8-A/A filed with the Securities and
        Exchange Commission on September 15, 1999).

10.1*   Form of Change in Control Agreement, dated October (2)/(8), 1996,
        entered into between the Company and each of Richard L. Geach and
        Kenneth A. Urban (incorporated by reference to Exhibit 10.1 of the
        Company's Quarterly Report on Form 10-Q dated September 30, 1996,
        Commission file No. 0-20987).

10.2*   Form of Change in Control Agreement, entered into in July or
        August 1999, between the Company and each of Jack Croffoot,
        Nanette K. Donton, Al Lutton, William Theobald, and James Watts in
        same form as Change in Control Agreement dated October (2)/(8),
        1996 (incorporated by reference to Exhibit 10.2 of the Company's
        Quarterly Report on Form 10-Q dated September 30, 1996, Commission
        file No. 0-20987).

10.3*   Grand Premier Financial, Inc. 1996 Non-Qualified Stock Option
        Plan, as amended (incorporated by reference to Exhibit 10.3 of the
        Company's Annual Report on Form 10-K dated December 31, 1997,
        Commission file No. 0-20987).

10.4*   Premier Financial Services, Inc. 1995 Non-Qualified Stock Option
        Plan, as amended (incorporated by reference to Exhibit 10.4 of the
        Company's Annual Report on Form 10-K dated December 31, 1997,
        Commission file No. 0-20987).

10.5*   Grand Premier Financial, Inc. Deferred Compensation Plan
        (incorporated by reference to Exhibit 10.8 of the Company's 1996
        Annual Report on Form 10-K, Commission File No. 0-20987).

10.6*   Employment and Consulting Agreement, dated May 1, 1997, between
        Grand Premier Financial, Inc., and Howard A. McKee (incorporated
        by reference to Exhibit 10.10 to the Company's Quarterly Report on
        Form 10-Q dated June 30, 1997, Commission file No. 0-20987.)

10.7*   Grand Premier Financial, Inc. Non-Employee Directors Stock Option
        Plan (incorporated by reference to Appendix A of the Company's
        Definitive Proxy Statement dated April 13, 1998).

10.8*   Form of Change in Control Agreement, dated July 22 and August 29,
        1999, respectively, entered into between the Company and each of
        Scott Dixon and Larry O'Hara.




                 GRAND PREMIER FINANCIAL, INC.
                       AND SUBSIDIARIES


10.9*   Form of Change in Control Agreement, dated August 30, 1999,
        entered into between the Company and each of Alan Emerick and
        David Murray.

11.     Statement re computation of per share earnings (See Note 3 to the
        Consolidated Financial Statements for the nine months ended
        September 30, 1999).

27.     Financial Data Schedule, for the nine months ended
        September 30, 1999.


(B) Reports on Form 8-K

The Company filed a Current Report of Form 8-K on Septmber 15, 1999
announcing it had entered into an Agreement and Plan of Merger with Old
Kent Financial Corporation and OK Merger Corporation.


                 GRAND PREMIER FINANCIAL, INC.
                       AND SUBSIDIARIES




                          SIGNATURES



   Pursuant to the requirements of the Securities Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.



GRAND PREMIER FINANCIAL, INC
  (Registrant)





November 9, 1999               /s/ David L. Murray
Date                           David L. Murray, Senior Executive Vice
                               President and Chief Financial Officer






                 GRAND PREMIER FINANCIAL, INC.
                       AND SUBSIDIARIES


                        EXHIBIT INDEX


The following exhibits are filed with, or incorporated by reference in,
this report.  Each management contract or compensatory plan or
arrangement required to be filed as an exhibit to this report has been
marked with an asterisk.

2.1      Agreement and Plan of Merger, dated January 22, 1996, among
         Northern Illinois Financial Corporation, Premier Financial
         Services, Inc and the Company (incorporated by reference to
         Exhibit 2.1 to the Company's Registration Statement on Form S-4,
         as amended, File No. 333-03327), as amended by the First
         Amendment thereto, dated March 18, 1996 (incorporated by
         reference to Exhibit 2.2 to the Company's Registration Statement
         on Form S-4, as amended, File No. 333-03327), and the Second
         Amendment thereto (incorporated by reference to Exhibit 2.3 to
         the Company's Current Report on Form 8-K, dated August 22, 1996,
         Commission File No. 0-20987).

2.2      Agreement and Plan of Merger, dated September 9, 1999, among
         Grand Premier Financial, Inc., Old Kent Financial Corporation,
         and OK Merger Corporation (incorporated by reference to Exhibit
         2.1 of the Company's Current Report of Form 8-K filed September
         15, 1999, Commission File No. 0-20987).

3.1      Amended and Restated Certificate of Incorporation of the Company
         (incorporated by reference to Appendix F to the final proxy
         statement prospectus included in the Company's Registration
         Statement on Form S-4, as amended, File No. 333-03327).

3.2      By-laws of the Company (incorporated by reference to Exhibit 3.4
         to the Company's Registration Statement on Form S-4, as amended,
         File No. 333-03327).

4.1      Rights Agreement, dated as of July 8, 1996, between Grand
         Premier Financial, Inc. and Premier Trust Services, Inc.
         (incorporated by reference to the Company's Registration
         Statement on Form S-4, as amended, File No. 333-03327).

4.2      Amendment No. 1, dated September 9, 1999, to the Rights
         Agreement, dated as of July 8, 1996, between Grand Premier
         Financial, Inc. and Grand Premier Trust and Investment, Inc., as
         successor to Premier Trust Services, Inc. (incorporated by
         reference to Exhibit 4.1 to the Company's Form 8-A/A filed with
         the Securities and Exchange Commission on September 15, 1999).




                 GRAND PREMIER FINANCIAL, INC.
                       AND SUBSIDIARIES

10.1*    Form of Change in Control Agreement, dated October (2)/(8),
         1996, entered into between the Company and each of Richard L.
         Geach and Kenneth A. Urban (incorporated by reference to Exhibit
         10.1 of the Company's Quarterly Report on Form 10-Q dated
         September 30, 1996, Commission file No. 0-20987).

10.2*    Form of Change in Control Agreement, entered into in July or
         August 1999, between the Company and each of Jack Croffoot,
         Nanette K. Donton, Al Lutton, William Theobald, and James Watts
         in same form as Change in Control Agreement dated October
         (2)/(8), 1996 (incorporated by reference to Exhibit 10.2 of the
         Company's Quarterly Report on Form 10-Q dated
         September 30, 1996, Commission file No. 0-20987).

10.3*    Grand Premier Financial, Inc. 1996 Non-Qualified Stock Option
         Plan, as amended (incorporated by reference to Exhibit 10.3 of
         the Company's Annual Report on Form 10-K dated December 31,
         1997, Commission file No. 0-20987).

10.4*    Premier Financial Services, Inc. 1995 Non-Qualified Stock Option
         Plan, as amended (incorporated by reference to Exhibit 10.4 of
         the Company's Annual Report on Form 10-K dated December 31,
         1997, Commission file No. 0-20987).

10.5*    Grand Premier Financial, Inc. Deferred Compensation Plan
         (incorporated by reference to Exhibit 10.8 of the Company's 1996
         Annual Report on Form 10-K, Commission File No. 0-20987).

10.6*    Employment and Consulting Agreement, dated May 1, 1997, between
         Grand Premier Financial, Inc., and Howard A. McKee (incorporated
         by reference to Exhibit 10.10 to the Company's Quarterly Report
         on Form 10-Q dated June 30, 1997, Commission file No. 0-20987.)

10.7*    Grand Premier Financial, Inc. Non-Employee Directors Stock
         Option Plan (incorporated by reference to Appendix A of the
         Company's Definitive Proxy Statement dated April 13, 1998).

10.8*    Form of Change in Control Agreement, dated July 22 and August
         29, 1999, respectively, entered into between the Company and
         each of Scott Dixon and Larry O'Hara.

10.9*    Form of Change in Control Agreement, dated August 30, 1999,
         entered into between the Company and each of Alan Emerick and
         David Murray.

11.      Statement re computation of per share earnings (See Note 3 to
         the Consolidated Financial Statements for the nine months ended
         September 30, 1999).

27.      Financial Data Schedule, for the nine months ended
         September 30, 1999.


                        EXHIBIT 10.8

         CHANGE IN CONTROL AND TERMINATION AGREEMENT

This Change in Control and Termination Agreement (this "Agreement") is
entered into as of this ______ day of ____________________, 1999, by and
between Grand Premier Financial, Inc., a Delaware corporation ("Grand
Premier") and _________________________ ("Executive").

                         WITNESSETH:

WHEREAS, Executive is currently employed by Grand Premier as its
________________________; and

WHEREAS, Grand Premier desires to provide security to Executive in
connection with Executive's employment with Grand Premier in the event of
a Change in Control of Grand Premier; and

WHEREAS, Executive and Grand Premier desire to enter into this Agreement
pertaining to the terms of the security Grand Premier is providing to
Executive with respect to his employment in the event of a Change in
Control;

NOW, THEREFORE, in consideration of the mutual covenants and promises
contained herein, and other good and valuable consideration, the receipt of
which is hereby acknowledged, the parties agree as follows:

       1.     Term.  The term of this Agreement shall be the period
              beginning on the date hereto and terminating on the date
              12 months after the date hereof (the "Term"), provided
              that for each day from and after the date hereof the Term
              will automatically be extended for an additional day,
              unless either Grand Premier or Executive has given
              written notice to the other party of its or his election
              to cease such automatic extension, in which case the Term
              shall end at the expiration of the 12-month period
              beginning on the date such notice is received by such
              other party.

         2.   Definitions.  For purposes of this Agreement:

              (a)     "Affiliate" or "Associate" shall have the
                      meaning set forth in Rule 12b-2 under the
                      Securities Exchange Act of 1934 (the "Exchange
                      Act").

              (b)     "Base Salary" shall mean Executive's monthly
                      base salary at the rate in effect on the date of
                      a termination of employment under circumstances
                      described in Section 3 below; provided, however,
                      that such rate shall in no event be less than
                      the highest rate in effect for Executive at any
                      time during the Term.

              (c)     "Beneficiary" shall mean the person or entity
                      designated by the Executive, by written
                      instrument delivered to Grand Premier, to
                      receive the benefits payable under this
                      Agreement in the event of his death.  If the
                      Executive fails to designate a Beneficiary, or
                      if no Beneficiary survives the Executive, such
                      death benefits shall be paid:

              (i)     to the Executive's surviving spouse; or

              (ii)    if there is no surviving spouse, to the
                      Executive's living descendants per stirpes; or

              (iii)   if there is neither a surviving spouse nor
                      descendants, to the Executive's duly appointed
                      and qualified executor or personal
                      representative.

              (d)     "Board" shall mean the Board of Directors of
                      Grand Premier Financial, Inc.

              (e)     A "Change in Control" of Grand Premier shall be
                      deemed to have occurred if or upon:

              (i)     The acquisition by any individual, entity or
                      group (a "Person"), including any "person"
                      within the meaning of Sections 13(d)(3) or
                      14(d)(2) of the Exchange Act, of beneficial
                      ownership within the meaning of Rule 13d-3
                      promulgated under the Exchange Act of 20% or
                      more of either (A) the then outstanding shares
                      of Common Stock of Grand Premier (the
                      "Outstanding Grand Premier Common Stock") or (B)
                      the combined voting power of the then
                      outstanding securities of Grand Premier entitled
                      to vote generally in the election of directors
                      (the "Outstanding Grand Premier Voting
                      Securities"); provided, however, that the
                      following acquisitions shall not constitute a
                      Change in Control:  (I) any acquisition that
                      resulted directly from the conversion of shares
                      of Northern Illinois Common Stock into shares of
                      Grand Premier Common Stock pursuant to the
                      Agreement and Plan of Merger, dated January 22,
                      1996, among Grand Premier, Premier Financial
                      Services, Inc. and Northern Illinois Financial
                      Corporation, as amended by the First Amendment
                      thereto, dated March 18, 1996, and the Second
                      Amendment thereto, dated as of August 15, 1996
                      (the "Merger Agreement"), (II) any acquisition
                      of shares of Grand Premier Common Stock that is
                      permitted under Section 1(b) of the Rights
                      Agreement, dated as of July 8, 1996, between
                      Grand Premier and Premier Trust Services, Inc.
                      (the "Rights Agreement"), without rendering the
                      Person effecting such acquisition an "Acquiring
                      Person" for purposes of the Rights Agreement,
                      (III) any acquisition directly from Grand
                      Premier (excluding any acquisition resulting
                      from the exercise of a conversion or exchange
                      privilege in respect of outstanding convertible
                      or exchangeable securities), (IV) any
                      acquisition by Grand Premier, (V) any
                      acquisition by an employee benefit plan (or
                      related trust) sponsored or maintained by Grand
                      Premier or any corporation controlled by Grand
                      Premier or (VI) any acquisition by any
                      corporation pursuant to a reorganization, merger
                      or consolidation involving Grand Premier, if
                      immediately after such reorganization, merger or
                      consolidation, each of the conditions described
                      in clauses (A), (B) and (C) of subsection (iii)
                      of this Section 2(e) shall be satisfied; and
                      provided further that, for purposes of clause
                      (IV) of this Section 2(e)(i), if any Person
                      (other than Grand Premier or any employee
                      benefit plan (or related trust) sponsored or
                      maintained by Grand Premier or any corporation
                      controlled by Grand Premier) shall become the
                      beneficial owner of 20% or more of the
                      Outstanding Grand Premier Common Stock or 20% or
                      more of the Outstanding Grand Premier Voting
                      Securities by reason of an acquisition by Grand
                      Premier and such Person shall, after such
                      acquisition by Grand Premier, become the
                      beneficial owner of any additional shares of the
                      Outstanding Grand Premier Common Stock or any
                      additional Outstanding Grand Premier Voting
                      Securities and such beneficial ownership is
                      publicly announced, such additional beneficial
                      ownership shall constitute a Change in Control;

              (ii)    individuals who, as of the date hereof,
                      constitute the Board (the "Incumbent Board")
                      cease for any reason to constitute at least a
                      majority of such Board; provided, however, that
                      any individual who becomes a director of Grand
                      Premier subsequent to the date hereof whose
                      election, or nomination for election by Grand
                      Premier's stockholders, was approved by the vote
                      of at least a majority of the directors then
                      comprising the Incumbent Board shall be deemed
                      to have been a member of the Incumbent Board;
                      and provided further, that no individual who was
                      initially elected as a director of Grand Premier
                      as a result of an actual or threatened election
                      contest, as such terms are used in Rule 14a-11
                      of Regulation 14A promulgated under the Exchange
                      Act, or any other actual or threatened
                      solicitation of proxies or consents by or on
                      behalf of any Person other than the Board, shall
                      be deemed to have been a member of the Incumbent
                      Board;

              (iii)   approval by the stockholders of Grand Premier of
                      a reorganization, merger or consolidation
                      unless, in any such case, immediately after such
                      reorganization, merger or consolidation, (A)
                      more than 60% of the then outstanding shares of
                      common stock of the corporation resulting from
                      such reorganization, merger or consolidation and
                      more than 60% of the combined voting power of
                      the then outstanding securities of such
                      corporation entitled to vote generally in the
                      election of directors is then beneficially
                      owned, directly or indirectly, by all or
                      substantially all of the individuals or entities
                      who were the beneficial owners, respectively, of
                      the Outstanding Grand Premier Common Stock and
                      the Outstanding Grand Premier Voting Securities
                      immediately prior to such reorganization, merger
                      or consolidation and in substantially the same
                      proportions relative to each other as their
                      ownership, immediately prior to such
                      reorganization, merger or consolidation, of the
                      Outstanding Grand Premier Common Stock and the
                      Outstanding Grand Premier Voting Securities, as
                      the case may be, (B) no Person (other than Grand
                      Premier, any employee benefit plan (or related
                      trust) sponsored or maintained by Grand Premier
                      or the corporation resulting from such
                      reorganization, merger or consolidation (or any
                      corporation controlled by Grand Premier) and any
                      Person which beneficially owned, immediately
                      prior to such reorganization, merger or
                      consolidation, directly or indirectly, 20% or
                      more of the Outstanding Grand Premier Common
                      Stock or the Outstanding Grand Premier Voting
                      Securities, as the case may be) beneficially
                      owns, directly or indirectly, 20% or more of the
                      then outstanding shares of common stock of such
                      corporation or 20% or more of the combined
                      voting power of the then outstanding securities
                      of such corporation entitled to vote generally
                      in the election of directors and (C) at least a
                      majority of the members of the board of
                      directors of the corporation resulting from such
                      reorganization, merger or consolidation were
                      members of the Incumbent Bard at the time of the
                      execution of the initial agreement or action of
                      the Board providing for such reorganization,
                      merger or consolidation; or

              (iv)    approval by the stockholders of Grand Premier of
                      (A) a plan of complete liquidation or
                      dissolution of Grand Premier or (B) the sale or
                      other disposition of all or substantially all of
                      the assets of Grand Premier other than to a
                      corporation with respect to which, immediately
                      after such sale or other disposition, (I) more
                      than 60% of the then outstanding shares of
                      common stock thereof and more than 60% of the
                      combined voting power of the then outstanding
                      securities thereof entitled to vote generally in
                      the election of directors is then beneficially
                      owned, directly or indirectly, by all or
                      substantially all of the individuals and
                      entities who were the beneficial owners,
                      respectively, of the Outstanding Grand Premier
                      Common Stock and the Outstanding Grand Premier
                      Voting Securities immediately prior to such sale
                      or other disposition and in substantially the
                      same proportions relative to each other as their
                      ownership, immediately prior to such sale or
                      other disposition, of the Outstanding Grand
                      Premier Common Stock and the Outstanding Grand
                      Premier Voting Securities, as the case may be,
                      (II) no Person (other than Grand Premier, any
                      employee benefit plan (or related trust)
                      sponsored or maintained by Grand Premier or such
                      corporation (or any corporation controlled by
                      Grand Premier) and any Person which beneficially
                      owned immediately prior to such sale or other
                      disposition, directly or indirectly, 20% or more
                      of the Outstanding Grand Premier Common Stock or
                      the Outstanding Grand Premier Voting Securities,
                      as the case may be) beneficially owns, directly
                      or indirectly, 20% or more of the then
                      outstanding shares of common stock thereof or
                      20% or more of the combined voting power of the
                      then outstanding securities thereof entitled to
                      vote generally in the election of directors and
                      (III) at least a majority of the members of the
                      board of directors thereof were members of the
                      Incumbent Board at the time of the execution of
                      the initial agreement or action of the Board
                      providing for such sale or other disposition.

              (f)     "Good Cause" shall be deemed to exist if, and
         only if:

              (i)     Executive engages in acts or omissions
                      constituting dishonesty, intentional breach of
                      fiduciary obligation or intentional wrongdoing
                      or malfeasance, in each case that results in
                      substantial harm to Grand Premier or any
                      Affiliate; or

              (ii)    Executive is convicted of a criminal violation
                      involving fraud or dishonesty.

              (g)     "Good Reason" shall be deemed to exist if, and
                      only if, Executive terminates his employment
                      because, without his express written consent:

                      (i)    Grand Premier assigns to Executive
                             duties of a nonexecutive nature or for
                             which Executive is not reasonably
                             equipped by his skills and experience;

                      (ii)   Grand Premier reduces the salary of
                             Executive, or materially reduces the
                             amount of paid vacation to which he is
                             entitled, or his fringe benefits and
                             perquisites;

                      (iii)  Grand Premier requires Executive to
                             relocate his principal business office
                             or his principal place of residence, or
                             assigns to Executive duties that would
                             reasonably require such relocation;

                      (iv)   Grand Premier requires Executive, or
                             assigns duties to Executive which would
                             reasonably require him, to spend more
                             than 30 normal working days away from
                             his principal business office or his
                             principal place of residence during any
                             consecutive twelve-month period;

                      (v)    Grand Premier fails to provide office
                             facilities, secretarial services, and
                             other administrative services to
                             Executive which are substantially
                             equivalent to the facilities and
                             services provided to Executive on the
                             date hereof; or

              (vi)  Grand Premier terminates any Incentive Plan,
                    Retirement Plan or Welfare Plan, or reduces or
                    limits Executive's participation therein relative
                    to the level of participation of other executives
                    of similar rank, to such an extent as to materially
                    reduce the aggregate value of Executive's incentive
                    compensation and benefits below their aggregate
                    value as of the date hereof.

          (h)  "Incentive Plan" shall mean any incentive or bonus plan
               currently or hereinafter made available by Grand Premier
               in which Executive is eligible to participate, including,
               but not limited to, the Grand Premier Financial, Inc.
               1996 Stock Option Plan, and any successor thereto.

          (i)  "Retirement Plan" shall mean any qualified or
               supplemental employee pension benefit plan, as defined in
               Section 3(2) of the Employee Retirement Income Security
               Act of 1974, as amended ("ERISA"), currently or
               hereinafter made available by Grand Premier in which
               Executive is eligible to participate, including, but not
               limited to, the Premier Financial Services, Inc. Employee
               Savings and Stock Plan and Trust, including any successor
               to such plan (the "Savings Plan"),and the Premier
               Financial Services, Inc. Senior Leadership and Directors
               Deferred Compensation Plan, including any successor to
               such plan (the "Deferred Compensation Plan").

          (j)  "Severance Period" shall mean the period beginning on the
               date Executive's employment with Grand Premier terminates
               under circumstances described in Section 3 and ending on
               the date 18 months thereafter.

           (k) "Substantial Portion of the Property of Grand Premier"
               shall mean 50% of the aggregate book value of the assets
               of Grand Premier and its Affiliates and Associates as set
               forth on the most recent balance sheet of Grand Premier,
               prepared on a consolidated basis, by its regularly
               employed, independent, certified public accountants.

           (l) "Welfare Plan" shall mean any health and dental plan,
               disability plan, survivor income plan or life insurance
               plan, as defined in Section 3(1) of ERISA, currently or
               hereafter made available by Grand Premier in which
               Executive is eligible to participate.

     3.   Benefits Upon Termination of Employment.  The following
          provisions will apply if a Change in Control occurs during the
          Term, and at any time during the 24 months after the Change in
          Control occurs (whether during or after the expiration of the
          Term), the employment of Executive with Grand Premier is
          terminated by Grand Premier for any reason other than Good
          Cause, or Executive terminates his employment with Grand Premier
          for Good Reason:

          (a)  Grand Premier shall pay Executive an amount equal to
               Executive's Base Salary multiplied by 18.  Such amount
               shall be paid to Executive in a lump sum within 90 days
               after his date of termination of employment; provided,
               however, Executive, by written notice to Grand Premier,
               may elect to receive such payment on any date that is no
               earlier than the later to occur of: (i) the date 10 days
               after the date of termination; and (ii) the date 10 days
               after receipt of such notice.

          (b)  During the Severance Period, Executive and his or her
               spouse and other dependents shall continue to be covered
               by all Welfare Plans maintained by Grand Premier in which
               Executive and his or her spouse and other dependents were
               participating immediately prior to the date of
               Executive's termination, as if Executive continued to be
               an employee of Grand Premier, and Grand Premier shall
               continue to pay the costs of coverage of Executive and
               his spouse and other dependents under such Welfare Plans
               on the same basis as is applicable to active employees
               covered thereunder; provided that, if participation in
               any one or more of such Welfare Plans is not possible
               under the terms thereof, Grand Premier will provide
               substantially identical benefits.  Coverage under any
               such Welfare Plan will cease if and when Executive
               obtains employment with another employer during the
               Severance Period, and becomes eligible for coverage under
               any substantially similar Welfare Plan provided by his
               new employer.

          (c)  Grand Premier shall pay to Executive in a lump sum within
               90 days after his termination of employment: (i) a bonus
               in the amount that would have been payable under any
               Incentive Plan had Executive's employment not been
               terminated for the year in which such termination of
               employment occurs, but pro rated according to the number
               of months the Executive was employed by Grand Premier for
               that year; and (ii) an additional bonus amount that is
               equal to the average of the annual bonus amount paid to
               Executive during the three years preceding the year of
               his employment termination.

          (d)  Grand Premier shall pay to Executive in a lump sum within
               90 days after his termination of employment an amount
               equal to the amount that would have been contributed by
               Grand Premier on behalf of the Executive under the
               Savings Plan and under the Deferred Compensation Plan for
               the 18 month period following the Executive's employment
               termination had the Executive's employment not been
               terminated and had he made contributions and deferrals
               under such Retirement Plans at the same level as he made
               during the 12 month preceding his employment termination.

          (e)  Executive shall receive any and all benefits accrued
               under any Retirement Plan, Welfare Plan, Incentive Plan
               or other plan or program in which he participates at the
               date of termination of employment, to the date of
               termination of employment, the amount, form and time of
               payment of such benefits to be determined by the terms of
               such Retirement Plan, Welfare Plan, Incentive Plan and
               other plan or program.  Executive's employment shall be
               deemed to have terminated by reason of retirement, and
               without regard to vesting limitations in all such plans
               and other plans or programs not subject to the
               qualification requirements of Section 401(a) of the
               Internal Revenue Code of 1986 (the "Code"), under
               circumstances that have the most favorable result for
               Executive thereunder for all purposes of such plans and
               other plans or programs.  Payment shall be made at the
               earliest date permitted under any such plan.

          (f)  If upon the date of termination of Executive's
               employment, Executive holds any options with respect to
               stock of Grand Premier, all such options will immediately
               become fully vested and exercisable upon such date and
               will be exercisable for 200 days thereafter.  Any
               restrictions on stock of Grand Premier owned by Executive
               on the date of termination of his or her employment will
               lapse on such date.  To the extent such acceleration of
               exercise of such options, or such lapse of restrictions,
               is not permissible under the terms of any plan pursuant
               to which the options or restricted stock were granted,
               Grand Premier will pay to Executive:  (i) an amount equal
               to the excess, if any, of the aggregate fair market value
               of all stock of Grand Premier subject to such options,
               determined on the date of termination of employment, over
               the aggregate exercise price of such stock, and Executive
               will surrender all such options unexercised; and (ii) the
               aggregate fair market value on the date of termination of
               employment of all such restricted stock and Executive
               shall transfer such stock to Grand Premier.  Payments
               pursuant to the preceding sentence will be made to
               Executive in a lump sum within 90 days after his date of
               termination of employment; provided, however, Executive,
               by written notice to Grand Premier, may elect to receive
               such payments on any date that is not earlier than the
               later to occur of (i) the date 10 days after the date of
               termination, and (ii) the date 10 days after receipt of
               such notice.


If the employment of Executive with Grand Premier is terminated by Grand
Premier for Good Cause or by Executive other than for Good Reason,
Executive's Base Salary shall be paid through the date of his termination,
and Grand Premier shall have no further obligation to Executive or any other
person under this Agreement.  Such termination shall have no effect upon
Executive's other rights, including but not limited to rights under the
Retirement Plans, Welfare Plans and Incentive Plans.

Notwithstanding anything herein to the contrary, in the event Grand Premier
or an Affiliate shall terminate the employment of Executive for Good Cause
hereunder, Grand Premier shall give Executive at least thirty (30) days'
prior written notice specifying in detail the reason or reasons for
Executive's termination.

This Agreement shall have no effect, and Grand Premier shall have no
obligations hereunder, if Executive's employment terminates for any reason
at any time other than during the 24 months following a Change in Control.

     4.   Excise Tax.  It is the intention of Grand Premier and Executive
that no portion of any payment under this Agreement, or payments to or for
the benefit of Executive under any other agreement or plan, be deemed to be
an "Excess Parachute Payment" as defined in Section 280G of the Code, or its
successors.  It is agreed that the present value of and payments to or for
the benefit of Executive in the nature of compensation, receipt of which is
contingent on the Change in Control of Grand Premier, and to which Section
280G of the Code applies (in the aggregate "Total Payments") shall not
exceed an amount equal to one dollar less than the maximum amount that Grand
Premier may pay without loss of deduction under Section 280G(a) of the Code.
Present value for purposes of this Agreement shall be calculated in
accordance with Section 280G(d)(4) of the Code.  Within sixty (60) days
following the earlier of (i) the giving of the notice of termination or (ii)
the giving of notice by Grand Premier to Executive of its belief that there
is a payment or benefit due Executive which will result in an excess
parachute payment as defined in Section 280G of the Code, Executive and
Grand Premier, at Grand Premier's expense, shall obtain the opinion of such
legal counsel and certified public accountants as Executive may choose
(notwithstanding the fact that such persons have acted or may also be acting
as the legal counsel or certified public accountants for Grand Premier),
which opinions need not be unqualified, which sets forth: (i) the amount of
the Base Period Income of Executive (as defined in Code Section 280G), (ii)
the present value of Total Payments; and (iii) the amount and present value
of any excess parachute payments.  In the event that such opinion determines
that there would be an excess parachute payment, the payment hereunder or
any other payment determined by such counsel to be includable in Total
Payments shall be modified, reduced or eliminated as specified by Executive
in writing delivered to Grand Premier within thirty (30) ays of his receipt
of such opinions or, if Executive fails to so notify Grand Premier, then as
Grand Premier shall reasonably determine, so that under the bases of
calculation set forth in such opinions there will be no excess parachute
payment.  In the event that the provisions of Sections 280G and 4999 of the
Code are repealed without succession, this Section shall be of no further
force or effect.

     5.   Set-Off.  No payments or benefits payable to or with respect to
Executive pursuant to this Agreement shall be reduced by any amount that:
(i) Executive or his or her spouse or Beneficiary, or any other beneficiary
under the Retirement Plans and Welfare Plans, may earn or receive from
employment with another employer or from any other source, except as
expressly provided in subsection 3(b); or (ii) Grand Premier claims is owed
to Grand Premier or an Affiliate by Executive.

     6.   Death.  Upon Executive's death following his termination of
employment:  (i) all unpaid amounts payable to Executive under subsections
3(a), (b), (c), (d) and (f), if any, shall be paid to his or her
Beneficiary, all amounts payable under subsection 3(e) shall be paid
pursuant to the terms of said subsection to his or her spouse or other
beneficiary under the Retirement Plan; and (ii) the Executive's spouse and
other dependents shall continue to be covered under all applicable Welfare
Plans during the remainder of the Severance Period, if any, pursuant to
subsection 3(b).

     7.   No Solicitation of Representatives and Employees.  Executive
agrees that he or she shall not, during the Term or the Severance Period,
directly or indirectly, in his or her individual capacity or otherwise,
induce, cause, persuade (or attempt to induce or persuade), any
representative, agent or employee of Grand Premier or any of its Affiliates
to terminate such person's employment relationship with Grand Premier or any
of its Affiliates, or to violate the terms of any agreement between said
representative, agent or employee and Grand Premier or any of its
Affiliates.

     8.   Confidentiality.  Executive acknowledges that preservation of
a continuing business relationship between Grand Premier or its Affiliates
and their respective customers, representatives, and employees is of
critical importance to the continued business success of Grand Premier and
its Affiliates and that it is the active policy of Grand Premier and its
Affiliates to guard as confidential certain information not available to the
public and relating to the business affairs of Grand Premier and its
Affiliates.  In view of the foregoing, Executive agrees that he or she shall
not during the Term and at any time thereafter, without the prior written
consent of Grand Premier, disclose to any person or entity any such
confidential information that was obtained by Executive in the course of his
or her employment by Grand Premier or any of its Affiliates.  This section
shall not be applicable if and to the extent Executive is required to
testify in a legislative, judicial or regulatory proceeding pursuant to an
order of Congress, any state or local legislature, a judge, or an
administrative law judge or is otherwise required by law to disclose such
information.

     9.   Forfeiture.  If Executive shall at any time violate any
obligation of Executive under Sections 7 or 8 in a manner that results in
material damage to Grand Premier or its business, Executive shall
immediately forfeit his or her right to any benefits under this Agreement,
and Grand Premier thereafter shall have no further obligation hereunder to
Executive or his or her spouse, Beneficiary or any other person.

     10.  Executive Assignment.  No interest of Executive, his or her
spouse or any Beneficiary, or any other beneficiary under any Retirement
Plan, Welfare Plan or Incentive Plan, or under this Agreement, or any right
to receive any payment or distribution hereunder, shall be subject in any
manner to sale, transfer, assignment, pledge, attachment, garnishment, or
other alienation or encumbrance of any kind, nor may such interest or right
to receive a payment or distribution be taken, voluntarily or involuntarily,
for the satisfaction of the obligations or debts of, or other claims
against, Executive or his or her spouse, Beneficiary or other beneficiary,
including claims for alimony, support, separate maintenance, and claims in
bankruptcy proceedings.

     11.  Benefits Unfunded.  All rights under this Agreement of Executive
and his or her spouse, Beneficiary or other beneficiary shall at all times
be entirely unfunded, and no provision shall at any time be made with
respect to segregating any assets of Grand Premier for payment of any
amounts due hereunder.  None of Executive, his or her spouse, Beneficiary
or any other beneficiary under the Retirement Plans, Welfare Plans or
Incentive Plans shall have any interest in or rights against any specific
assets of Grand Premier, and Executive and his or her spouse, Beneficiary
or other beneficiary shall have only the rights of a general unsecured
creditor of Grand Premier.  Notwithstanding the preceding provisions of this
Section, the parties hereto may at any time mutually agree that amounts
payable to Executive or his or her Beneficiary hereunder be paid to the
trustee of a trust established by Grand Premier for the benefit of Executive
and his or her Beneficiary that contains terms and conditions mutually
satisfactory to the parties.

     12.  Waiver.  No waiver by any party at any time of any breach by the
other party of, or compliance with, any condition or provision of this
Agreement to be performed by such other party shall be deemed a waiver of
any other provisions or conditions at the same time or at any prior or
subsequent time.

     13.  Litigation Expenses.  Grand Premier shall pay Executive's
reasonable attorneys' fees and legal expenses in connection with any
judicial proceeding to enforce this Agreement, or to construe or determine
the validity of this Agreement or otherwise in connection therewith, if
Executive is successful in such litigation.

     14.  Applicable Law.  This Agreement shall be construed and
interpreted pursuant to the laws of Illinois.

     15.  Entire Agreement.  This Agreement contains the entire Agreement
between Grand Premier and the Executive and supersedes any and all previous
agreements, written or oral, between the parties relating to the subject
matter hereof. No amendment or modification of the terms of this Agreement
shall be binding upon the parties hereto unless reduced to writing and
signed by Grand Premier and Executive.

     16.  No Employment Contract.  Nothing contained in this Agreement
shall be construed to be an employment contract between Executive and Grand
Premier.

     17.  Counterparts.  This Agreement may be executed in counterparts,
each of which shall be deemed an original.

     18.  Severability.  In the event any provision of this Agreement is
held illegal or invalid, the remaining provisions of this Agreement shall
not be affected thereby.

     19.  Successors.  This Agreement shall be binding upon and inure to
the benefit of the parties hereto and their respective heirs,
representatives and successors.  In the event of a Change in Control of
Grand Premier, Grand Premier shall cause its purchaser, transferee or
successor to adopt and assume this Agreement.  This Agreement shall not be
terminated by a transfer or sale of assets of Grand Premier, or by the
merger or consolidation of Grand Premier into or with any other corporation
or other entity, rather this Agreement shall be continued after such sale,
merger or consolidation by the transferee, purchaser or successor entity.

     20.  Employment with an Affiliate.  For purposes of this Agreement:
(i) employment or termination of employment of Executive shall mean
employment or termination of employment with Grand Premier and all
Affiliates; (ii) Base Salary shall include remuneration received by
Executive from Grand Premier and all Affiliates; and (iii) the terms
Incentive Plan, Retirement Plan and Welfare Plan maintained or made
available by Grand Premier shall include any such plans of any Affiliate of
Grand Premier.

     21.  Notice.  Notices required under this Agreement shall be in
writing and sent by registered mail, return receipt requested, to the
following addresses or to such other address as the party being notified may
have previously furnished to the other party by written notice:

     If to Grand Premier:  Grand Premier Financial, Inc.
                           486 West Liberty Street
                           Wauconda, Illinois  60084-2489
                           Attention: Director of Human Resources

     If to Executive:      ________________________
                           ________________________
                           ________________________
                           ________________________

     IN WITNESS WHEREOF, Executive has hereunto set his hand, and Grand
Premier has caused these presents to be executed in its name on its behalf,
all as of the day and year first above written.

                              GRAND PREMIER FINANCIAL, INC.



                              By:    ______________________

                              Title: ______________________



                              _________________________
                                   Executive



                        EXHIBIT 10.9

         CHANGE IN CONTROL AND TERMINATION AGREEMENT

This Change in Control and Termination Agreement (this "Agreement") is
entered into as of this ______ day of ____________________, 1999, by and
between Grand Premier Financial, Inc., a Delaware corporation ("Grand
Premier") and _________________________ ("Executive").

                         WITNESSETH:

WHEREAS, Executive is currently employed by Grand Premier as its
________________________; and

WHEREAS, Grand Premier desires to provide security to Executive in
connection with Executive's employment with Grand Premier in the event of
a Change in Control of Grand Premier; and

WHEREAS, Executive and Grand Premier desire to enter into this Agreement
pertaining to the terms of the security Grand Premier is providing to
Executive with respect to his employment in the event of a Change in
Control;

NOW, THEREFORE, in consideration of the mutual covenants and promises
contained herein, and other good and valuable consideration, the receipt of
which is hereby acknowledged, the parties agree as follows:

     1.   Term.  The term of this Agreement shall be the period beginning
          on the date hereto and terminating on the date 12 months after
          the date hereof (the "Term"), provided that for each day from
          and after the date hereof the Term will automatically be
          extended for an additional day, unless either Grand Premier or
          Executive has given written notice to the other party of its or
          his election to cease such automatic extension, in which case
          the Term shall end at the expiration of the 12-month period
          beginning on the date such notice is received by such other
          party.

     2.   Definitions.  For purposes of this Agreement:

          (a)  "Affiliate" or "Associate" shall have the meaning set
               forth in Rule 12b-2 under the Securities Exchange Act of
               1934 (the "Exchange Act").

          (b)  "Base Salary" shall mean Executive's monthly base salary
               at the rate in effect on the date of a termination of
               employment under circumstances described in Section 3
               below; provided, however, that such rate shall in no
               event be less than the highest rate in effect for
               Executive at any time during the Term.

          (c)  "Beneficiary" shall mean the person or entity designated
               by the Executive, by written instrument delivered to
               Grand Premier, to receive the benefits payable under this
               Agreement in the event of his death.  If the Executive
               fails to designate a Beneficiary, or if no Beneficiary
               survives the Executive, such death benefits shall be
               paid:

          (i)  to the Executive's surviving spouse; or

          (ii) if there is no surviving spouse, to the Executive's
               living descendants per stirpes; or

          (iii)     if there is neither a surviving spouse nor descendants,
               to the Executive's duly appointed and qualified executor
               or personal representative.

          (d)  "Board" shall mean the Board of Directors of Grand
               Premier Financial, Inc.

          (e)  A "Change in Control" of Grand Premier shall be deemed to
               have occurred if or upon:

          (i)  The acquisition by any individual, entity or group (a
               "Person"), including any "person" within the meaning of
               Sections 13(d)(3) or 14(d)(2) of the Exchange Act, of
               beneficial ownership within the meaning of Rule 13d-3
               promulgated under the Exchange Act of 20% or more of
               either (A) the then outstanding shares of Common Stock of
               Grand Premier (the "Outstanding Grand Premier Common
               Stock") or (B) the combined voting power of the then
               outstanding securities of Grand Premier entitled to vote
               generally in the election of directors (the "Outstanding
               Grand Premier Voting Securities"); provided, however,
               that the following acquisitions shall not constitute a
               Change in Control:  (I) any acquisition that resulted
               directly from the conversion of shares of Northern
               Illinois Common Stock into shares of Grand Premier Common
               Stock pursuant to the Agreement and Plan of Merger, dated
               January 22, 1996, among Grand Premier, Premier Financial
               Services, Inc. and Northern Illinois Financial
               Corporation, as amended by the First Amendment thereto,
               dated March 18, 1996, and the Second Amendment thereto,
               dated as of August 15, 1996 (the "Merger Agreement"),
               (II) any acquisition of shares of Grand Premier Common
               Stock that is permitted under Section 1(b) of the Rights
               Agreement, dated as of July 8, 1996, between Grand
               Premier and Premier Trust Services, Inc. (the "Rights
               Agreement"), without rendering the Person effecting such
               acquisition an "Acquiring Person" for purposes of the
               Rights Agreement, (III) any acquisition directly from
               Grand Premier (excluding any acquisition resulting from
               the exercise of a conversion or exchange privilege in
               respect of outstanding convertible or exchangeable
               securities), (IV) any acquisition by Grand Premier, (V)
               any acquisition by an employee benefit plan (or related
               trust) sponsored or maintained by Grand Premier or any
               corporation controlled by Grand Premier or (VI) any
               acquisition by any corporation pursuant to a
               reorganization, merger or consolidation involving Grand
               Premier, if immediately after such reorganization, merger
               or consolidation, each of the conditions described in
               clauses (A), (B) and (C) of subsection (iii) of this
               Section 2(e) shall be satisfied; and provided further
               that, for purposes of clause (IV) of this Section
               2(e)(i), if any Person (other than Grand Premier or any
               employee benefit plan (or related trust) sponsored or
               maintained by Grand Premier or any corporation controlled
               by Grand Premier) shall become the beneficial owner of
               20% or more of the Outstanding Grand Premier Common Stock
               or 20% or more of the Outstanding Grand Premier Voting
               Securities by reason of an acquisition by Grand Premier
               and such Person shall, after such acquisition by Grand
               Premier, become the beneficial owner of any additional
               shares of the Outstanding Grand Premier Common Stock or
               any additional Outstanding Grand Premier Voting
               Securities and such beneficial ownership is publicly
               announced, such additional beneficial ownership shall
               constitute a Change in Control;

          (ii) individuals who, as of the date hereof, constitute the
               Board (the "Incumbent Board") cease for any reason to
               constitute at least a majority of such Board; provided,
               however, that any individual who becomes a director of
               Grand Premier subsequent to the date hereof whose
               election, or nomination for election by Grand Premier's
               stockholders, was approved by the vote of at least a
               majority of the directors then comprising the Incumbent
               Board shall be deemed to have been a member of the
               Incumbent Board; and provided further, that no individual
               who was initially elected as a director of Grand Premier
               as a result of an actual or threatened election contest,
               as such terms are used in Rule 14a-11 of Regulation 14A
               promulgated under the Exchange Act, or any other actual
               or threatened solicitation of proxies or consents by or
               on behalf of any Person other than the Board, shall be
               deemed to have been a member of the Incumbent Board;

         (iii) approval by the stockholders of Grand Premier of a
               reorganization, merger or consolidation unless, in any
               such case, immediately after such reorganization, merger
               or consolidation, (A) more than 60% of the then
               outstanding shares of common stock of the corporation
               resulting from such reorganization, merger or
               consolidation and more than 60% of the combined voting
               power of the then outstanding securities of such
               corporation entitled to vote generally in the election of
               directors is then beneficially owned, directly or
               indirectly, by all or substantially all of the
               individuals or entities who were the beneficial owners,
               respectively, of the Outstanding Grand Premier Common
               Stock and the Outstanding Grand Premier Voting Securities
               immediately prior to such reorganization, merger or
               consolidation and in substantially the same proportions
               relative to each other as their ownership, immediately
               prior to such reorganization, merger or consolidation, of
               the Outstanding Grand Premier Common Stock and the
               Outstanding Grand Premier Voting Securities, as the case
               may be, (B) no Person (other than Grand Premier, any
               employee benefit plan (or related trust) sponsored or
               maintained by Grand Premier or the corporation resulting
               from such reorganization, merger or consolidation (or any
               corporation controlled by Grand Premier) and any Person
               which beneficially owned, immediately prior to such
               reorganization, merger or consolidation, directly or
               indirectly, 20% or more of the Outstanding Grand Premier
               Common Stock or the Outstanding Grand Premier Voting
               Securities, as the case may be) beneficially owns,
               directly or indirectly, 20% or more of the then
               outstanding shares of common stock of such corporation or
               20% or more of the combined voting power of the then
               outstanding securities of such corporation entitled to
               vote generally in the election of directors and (C) at
               least a majority of the members of the board of directors
               of the corporation resulting from such reorganization,
               merger or consolidation were members of the Incumbent
               Bard at the time of the execution of the initial
               agreement or action of the Board providing for such
               reorganization, merger or consolidation; or

          (iv) approval by the stockholders of Grand Premier of (A) a
               plan of complete liquidation or dissolution of Grand
               Premier or (B) the sale or other disposition of all or
               substantially all of the assets of Grand Premier other
               than to a corporation with respect to which, immediately
               after such sale or other disposition, (I) more than 60%
               of the then outstanding shares of common stock thereof
               and more than 60% of the combined voting power of the
               then outstanding securities thereof entitled to vote
               generally in the election of directors is then
               beneficially owned, directly or indirectly, by all or
               substantially all of the individuals and entities who
               were the beneficial owners, respectively, of the
               Outstanding Grand Premier Common Stock and the
               Outstanding Grand Premier Voting Securities immediately
               prior to such sale or other disposition and in
               substantially the same proportions relative to each other
               as their ownership, immediately prior to such sale or
               other disposition, of the Outstanding Grand Premier
               Common Stock and the Outstanding Grand Premier Voting
               Securities, as the case may be, (II) no Person (other
               than Grand Premier, any employee benefit plan (or related
               trust) sponsored or maintained by Grand Premier or such
               corporation (or any corporation controlled by Grand
               Premier) and any Person which beneficially owned
               immediately prior to such sale or other disposition,
               directly or indirectly, 20% or more of the Outstanding
               Grand Premier Common Stock or the Outstanding Grand
               Premier Voting Securities, as the case may be)
               beneficially owns, directly or indirectly, 20% or more of
               the then outstanding shares of common stock thereof or
               20% or more of the combined voting power of the then
               outstanding securities thereof entitled to vote generally
               in the election of directors and (III) at least a
               majority of the members of the board of directors thereof
               were members of the Incumbent Board at the time of the
               execution of the initial agreement or action of the Board
               providing for such sale or other disposition.

          (f)  "Good Cause" shall be deemed to exist if, and only if:

          (i)  Executive engages in acts or omissions constituting
               dishonesty, intentional breach of fiduciary obligation or
               intentional wrongdoing or malfeasance, in each case that
               results in substantial harm to Grand Premier or any
               Affiliate; or

          (ii) Executive is convicted of a criminal violation involving
               fraud or dishonesty.

          (g)  "Good Reason" shall be deemed to exist if, and only if,
               Executive terminates his employment because, without his
               express written consent:

               (i)  Grand Premier assigns to Executive duties of a
                    nonexecutive nature or for which Executive is not
                    reasonably equipped by his skills and experience;

               (ii) Grand Premier reduces the salary of Executive, or
                    materially reduces the amount of paid vacation to
                    which he is entitled, or his fringe benefits and
                    perquisites;

               (iii)     Grand Premier requires Executive to relocate his
                    principal business office or his principal place of
                    residence, or assigns to Executive duties that
                    would reasonably require such relocation;

               (iv) Grand Premier requires Executive, or assigns duties
                    to Executive which would reasonably require him, to
                    spend more than 30 normal working days away from
                    his principal business office or his principal
                    place of residence during any consecutive
                    twelve-month period;

               (v)  Grand Premier fails to provide office facilities,
                    secretarial services, and other administrative
                    services to Executive which are substantially
                    equivalent to the facilities and services provided
                    to Executive on the date hereof; or

              (vi)  Grand Premier terminates any Incentive Plan,
                    Retirement Plan or Welfare Plan, or reduces or
                    limits Executive's participation therein relative
                    to the level of participation of other executives
                    of similar rank, to such an extent as to materially
                    reduce the aggregate value of Executive's incentive
                    compensation and benefits below their aggregate
                    value as of the date hereof.

          (h)  "Incentive Plan" shall mean any incentive or bonus plan
               currently or hereinafter made available by Grand Premier
               in which Executive is eligible to participate, including,
               but not limited to, the Grand Premier Financial, Inc.
               1996 Stock Option Plan, and any successor thereto.

          (i)  "Retirement Plan" shall mean any qualified or
               supplemental employee pension benefit plan, as defined in
               Section 3(2) of the Employee Retirement Income Security
               Act of 1974, as amended ("ERISA"), currently or
               hereinafter made available by Grand Premier in which
               Executive is eligible to participate, including, but not
               limited to, the Premier Financial Services, Inc. Employee
               Savings and Stock Plan and Trust, including any successor
               to such plan (the "Savings Plan"),and the Premier
               Financial Services, Inc. Senior Leadership and Directors
               Deferred Compensation Plan, including any successor to
               such plan (the "Deferred Compensation Plan").

          (j)  "Severance Period" shall mean the period beginning on the
               date Executive's employment with Grand Premier terminates
               under circumstances described in Section 3 and ending on
               the date 24 months thereafter.

          (k)  "Substantial Portion of the Property of Grand Premier"
               shall mean 50% of the aggregate book value of the assets
               of Grand Premier and its Affiliates and Associates as set
               forth on the most recent balance sheet of Grand Premier,
               prepared on a consolidated basis, by its regularly
               employed, independent, certified public accountants.

          (l)  "Welfare Plan" shall mean any health and dental plan,
               disability plan, survivor income plan or life insurance
               plan, as defined in Section 3(1) of ERISA, currently or
               hereafter made available by Grand Premier in which
               Executive is eligible to participate.

     3.   Benefits Upon Termination of Employment.  The following
          provisions will apply if a Change in Control occurs during the
          Term, and at any time during the 24 months after the Change in
          Control occurs (whether during or after the expiration of the
          Term), the employment of Executive with Grand Premier is
          terminated by Grand Premier for any reason other than Good
          Cause, or Executive terminates his employment with Grand Premier
          for Good Reason:

          (a)  Grand Premier shall pay Executive an amount equal to
               Executive's Base Salary multiplied by 24.  Such amount
               shall be paid to Executive in a lump sum within 90 days
               after his date of termination of employment; provided,
               however, Executive, by written notice to Grand Premier,
               may elect to receive such payment on any date that is no
               earlier than the later to occur of: (i) the date 10 days
               after the date of termination; and (ii) the date 10 days
               after receipt of such notice.

          (b)  During the Severance Period, Executive and his or her
               spouse and other dependents shall continue to be covered
               by all Welfare Plans maintained by Grand Premier in which
               Executive and his or her spouse and other dependents were
               participating immediately prior to the date of
               Executive's termination, as if Executive continued to be
               an employee of Grand Premier, and Grand Premier shall
               continue to pay the costs of coverage of Executive and
               his spouse and other dependents under such Welfare Plans
               on the same basis as is applicable to active employees
               covered thereunder; provided that, if participation in
               any one or more of such Welfare Plans is not possible
               under the terms thereof, Grand Premier will provide
               substantially identical benefits.  Coverage under any
               such Welfare Plan will cease if and when Executive
               obtains employment with another employer during the
               Severance Period, and becomes eligible for coverage under
               any substantially similar Welfare Plan provided by his
               new employer.

          (c)  Grand Premier shall pay to Executive in a lump sum within
               90 days after his termination of employment: (i) a bonus
               in the amount that would have been payable under any
               Incentive Plan had Executive's employment not been
               terminated for the year in which such termination of
               employment occurs, but pro rated according to the number
               of months the Executive was employed by Grand Premier for
               that year; and (ii) an additional bonus amount that is
               equal to the average of the annual bonus amount paid to
               Executive during the three years preceding the year of
               his employment termination.

          (d)  Grand Premier shall pay to Executive in a lump sum within
               90 days after his termination of employment an amount
               equal to the amount that would have been contributed by
               Grand Premier on behalf of the Executive under the
               Savings Plan and under the Deferred Compensation Plan for
               the 24 month period following the Executive's employment
               termination had the Executive's employment not been
               terminated and had he made contributions and deferrals
               under such Retirement Plans at the same level as he made
               during the 12 month preceding his employment termination.

          (e)  Executive shall receive any and all benefits accrued
               under any Retirement Plan, Welfare Plan, Incentive Plan
               or other plan or program in which he participates at the
               date of termination of employment, to the date of
               termination of employment, the amount, form and time of
               payment of such benefits to be determined by the terms of
               such Retirement Plan, Welfare Plan, Incentive Plan and
               other plan or program.  Executive's employment shall be
               deemed to have terminated by reason of retirement, and
               without regard to vesting limitations in all such plans
               and other plans or programs not subject to the
               qualification requirements of Section 401(a) of the
               Internal Revenue Code of 1986 (the "Code"), under
               circumstances that have the most favorable result for
               Executive thereunder for all purposes of such plans and
               other plans or programs.  Payment shall be made at the
               earliest date permitted under any such plan.

          (f)  If upon the date of termination of Executive's
               employment, Executive holds any options with respect to
               stock of Grand Premier, all such options will immediately
               become fully vested and exercisable upon such date and
               will be exercisable for 200 days thereafter.  Any
               restrictions on stock of Grand Premier owned by Executive
               on the date of termination of his or her employment will
               lapse on such date.  To the extent such acceleration of
               exercise of such options, or such lapse of restrictions,
               is not permissible under the terms of any plan pursuant
               to which the options or restricted stock were granted,
               Grand Premier will pay to Executive:  (i) an amount equal
               to the excess, if any, of the aggregate fair market value
               of all stock of Grand Premier subject to such options,
               determined on the date of termination of employment, over
               the aggregate exercise price of such stock, and Executive
               will surrender all such options unexercised; and (ii) the
               aggregate fair market value on the date of termination of
               employment of all such restricted stock and Executive
               shall transfer such stock to Grand Premier.  Payments
               pursuant to the preceding sentence will be made to
               Executive in a lump sum within 90 days after his date of
               termination of employment; provided, however, Executive,
               by written notice to Grand Premier, may elect to receive
               such payments on any date that is not earlier than the
               later to occur of (i) the date 10 days after the date of
               termination, and (ii) the date 10 days after receipt of
               such notice.

          (g)  Grand Premier shall provide the Executive with out
               placement services, which will continue until the
               Executive accepts a new position.

If the employment of Executive with Grand Premier is terminated by Grand
Premier for Good Cause or by Executive other than for Good Reason,
Executive's Base Salary shall be paid through the date of his termination,
and Grand Premier shall have no further obligation to Executive or any other
person under this Agreement.  Such termination shall have no effect upon
Executive's other rights, including but not limited to rights under the
Retirement Plans, Welfare Plans and Incentive Plans.

Notwithstanding anything herein to the contrary, in the event Grand Premier
or an Affiliate shall terminate the employment of Executive for Good Cause
hereunder, Grand Premier shall give Executive at least thirty (30) days'
prior written notice specifying in detail the reason or reasons for
Executive's termination.

This Agreement shall have no effect, and Grand Premier shall have no
obligations hereunder, if Executive's employment terminates for any reason
at any time other than during the 24 months following a Change in Control.

     4.   Excise Tax.  It is the intention of Grand Premier and Executive
that no portion of any payment under this Agreement, or payments to or for
the benefit of Executive under any other agreement or plan, be deemed to be
an "Excess Parachute Payment" as defined in Section 280G of the Code, or its
successors.  It is agreed that the present value of and payments to or for
the benefit of Executive in the nature of compensation, receipt of which is
contingent on the Change in Control of Grand Premier, and to which Section
280G of the Code applies (in the aggregate "Total Payments") shall not
exceed an amount equal to one dollar less than the maximum amount that Grand
Premier may pay without loss of deduction under Section 280G(a) of the Code.
Present value for purposes of this Agreement shall be calculated in
accordance with Section 280G(d)(4) of the Code.  Within sixty (60) days
following the earlier of (i) the giving of the notice of termination or (ii)
the giving of notice by Grand Premier to Executive of its belief that there
is a payment or benefit due Executive which will result in an excess
parachute payment as defined in Section 280G of the Code, Executive and
Grand Premier, at Grand Premier's expense, shall obtain the opinion of such
legal counsel and certified public accountants as Executive may choose
(notwithstanding the fact that such persons have acted or may also be acting
as the legal counsel or certified public accountants for Grand Premier),
which opinions need not be unqualified, which sets forth: (i) the amount of
the Base Period Income of Executive (as defined in Code Section 280G), (ii)
the present value of Total Payments; and (iii) the amount and present value
of any excess parachute payments.  In the event that such opinion determines
that there would be an excess parachute payment, the payment hereunder or
any other payment determined by such counsel to be includable in Total
Payments shall be modified, reduced or eliminated as specified by Executive
in writing delivered to Grand Premier within thirty (30) ays of his receipt
of such opinions or, if Executive fails to so notify Grand Premier, then as
Grand Premier shall reasonably determine, so that under the bases of
calculation set forth in such opinions there will be no excess parachute
payment.  In the event that the provisions of Sections 280G and 4999 of the
Code are repealed without succession, this Section shall be of no further
force or effect.

     5.   Set-Off.  No payments or benefits payable to or with respect to
Executive pursuant to this Agreement shall be reduced by any amount that:
(i) Executive or his or her spouse or Beneficiary, or any other beneficiary
under the Retirement Plans and Welfare Plans, may earn or receive from
employment with another employer or from any other source, except as
expressly provided in subsection 3(b); or (ii) Grand Premier claims is owed
to Grand Premier or an Affiliate by Executive.

     6.   Death.  Upon Executive's death following his termination of
employment:  (i) all unpaid amounts payable to Executive under subsections
3(a), (b), (c), (d) and (f), if any, shall be paid to his or her
Beneficiary, all amounts payable under subsection 3(e) shall be paid
pursuant to the terms of said subsection to his or her spouse or other
beneficiary under the Retirement Plan; and (ii) the Executive's spouse and
other dependents shall continue to be covered under all applicable Welfare
Plans during the remainder of the Severance Period, if any, pursuant to
subsection 3(b).

     7.   No Solicitation of Representatives and Employees.  Executive
agrees that he or she shall not, during the Term or the Severance Period,
directly or indirectly, in his or her individual capacity or otherwise,
induce, cause, persuade (or attempt to induce or persuade), any
representative, agent or employee of Grand Premier or any of its Affiliates
to terminate such person's employment relationship with Grand Premier or any
of its Affiliates, or to violate the terms of any agreement between said
representative, agent or employee and Grand Premier or any of its
Affiliates.

     8.   Confidentiality.  Executive acknowledges that preservation of
a continuing business relationship between Grand Premier or its Affiliates
and their respective customers, representatives, and employees is of
critical importance to the continued business success of Grand Premier and
its Affiliates and that it is the active policy of Grand Premier and its
Affiliates to guard as confidential certain information not available to the
public and relating to the business affairs of Grand Premier and its
Affiliates.  In view of the foregoing, Executive agrees that he or she shall
not during the Term and at any time thereafter, without the prior written
consent of Grand Premier, disclose to any person or entity any such
confidential information that was obtained by Executive in the course of his
or her employment by Grand Premier or any of its Affiliates.  This section
shall not be applicable if and to the extent Executive is required to
testify in a legislative, judicial or regulatory proceeding pursuant to an
order of Congress, any state or local legislature, a judge, or an
administrative law judge or is otherwise required by law to disclose such
information.

     9.   Forfeiture.  If Executive shall at any time violate any
obligation of Executive under Sections 7 or 8 in a manner that results in
material damage to Grand Premier or its business, Executive shall
immediately forfeit his or her right to any benefits under this Agreement,
and Grand Premier thereafter shall have no further obligation hereunder to
Executive or his or her spouse, Beneficiary or any other person.

     10.  Executive Assignment.  No interest of Executive, his or her
spouse or any Beneficiary, or any other beneficiary under any Retirement
Plan, Welfare Plan or Incentive Plan, or under this Agreement, or any right
to receive any payment or distribution hereunder, shall be subject in any
manner to sale, transfer, assignment, pledge, attachment, garnishment, or
other alienation or encumbrance of any kind, nor may such interest or right
to receive a payment or distribution be taken, voluntarily or involuntarily,
for the satisfaction of the obligations or debts of, or other claims
against, Executive or his or her spouse, Beneficiary or other beneficiary,
including claims for alimony, support, separate maintenance, and claims in
bankruptcy proceedings.

     11.  Benefits Unfunded.  All rights under this Agreement of Executive
and his or her spouse, Beneficiary or other beneficiary shall at all times
be entirely unfunded, and no provision shall at any time be made with
respect to segregating any assets of Grand Premier for payment of any
amounts due hereunder.  None of Executive, his or her spouse, Beneficiary
or any other beneficiary under the Retirement Plans, Welfare Plans or
Incentive Plans shall have any interest in or rights against any specific
assets of Grand Premier, and Executive and his or her spouse, Beneficiary
or other beneficiary shall have only the rights of a general unsecured
creditor of Grand Premier.  Notwithstanding the preceding provisions of this
Section, the parties hereto may at any time mutually agree that amounts
payable to Executive or his or her Beneficiary hereunder be paid to the
trustee of a trust established by Grand Premier for the benefit of Executive
and his or her Beneficiary that contains terms and conditions mutually
satisfactory to the parties.

     12.  Waiver.  No waiver by any party at any time of any breach by the
other party of, or compliance with, any condition or provision of this
Agreement to be performed by such other party shall be deemed a waiver of
any other provisions or conditions at the same time or at any prior or
subsequent time.

     13.  Litigation Expenses.  Grand Premier shall pay Executive's
reasonable attorneys' fees and legal expenses in connection with any
judicial proceeding to enforce this Agreement, or to construe or determine
the validity of this Agreement or otherwise in connection therewith, if
Executive is successful in such litigation.

     14.  Applicable Law.  This Agreement shall be construed and
interpreted pursuant to the laws of Illinois.

     15.  Entire Agreement.  This Agreement contains the entire Agreement
between Grand Premier and the Executive and supersedes any and all previous
agreements, written or oral, between the parties relating to the subject
matter hereof. No amendment or modification of the terms of this Agreement
shall be binding upon the parties hereto unless reduced to writing and
signed by Grand Premier and Executive.

     16.  No Employment Contract.  Nothing contained in this Agreement
shall be construed to be an employment contract between Executive and Grand
Premier.

     17.  Counterparts.  This Agreement may be executed in counterparts,
each of which shall be deemed an original.

     18.  Severability.  In the event any provision of this Agreement is
held illegal or invalid, the remaining provisions of this Agreement shall
not be affected thereby.

     19.  Successors.  This Agreement shall be binding upon and inure to
the benefit of the parties hereto and their respective heirs,
representatives and successors.  In the event of a Change in Control of
Grand Premier, Grand Premier shall cause its purchaser, transferee or
successor to adopt and assume this Agreement.  This Agreement shall not be
terminated by a transfer or sale of assets of Grand Premier, or by the
merger or consolidation of Grand Premier into or with any other corporation
or other entity, rather this Agreement shall be continued after such sale,
merger or consolidation by the transferee, purchaser or successor entity.

     20.  Employment with an Affiliate.  For purposes of this Agreement:
(i) employment or termination of employment of Executive shall mean
employment or termination of employment with Grand Premier and all
Affiliates; (ii) Base Salary shall include remuneration received by
Executive from Grand Premier and all Affiliates; and (iii) the terms
Incentive Plan, Retirement Plan and Welfare Plan maintained or made
available by Grand Premier shall include any such plans of any Affiliate of
Grand Premier.

     21.  Notice.  Notices required under this Agreement shall be in
writing and sent by registered mail, return receipt requested, to the
following addresses or to such other address as the party being notified may
have previously furnished to the other party by written notice:

     If to Grand Premier:  Grand Premier Financial, Inc.
                           486 West Liberty Street
                           Wauconda, Illinois  60084-2489
                           Attention: Director of Human Resources

     If to Executive:      ________________________
                           ________________________
                           ________________________
                           ________________________

     IN WITNESS WHEREOF, Executive has hereunto set his hand, and Grand
Premier has caused these presents to be executed in its name on its behalf,
all as of the day and year first above written.

                              GRAND PREMIER FINANCIAL, INC.



                              By:    ______________________

                              Title: ______________________



                              ________________________
                                   Executive