Restated April 19, 1993
                                               as amended through
                                                   April 21, 1997

                              BYLAWS

                                of

                  OLD KENT FINANCIAL CORPORATION


                            ARTICLE I
                             OFFICES

     Section 1.     Principal Office.  The principal office shall
be in the City of Grand Rapids, County of Kent, State of
Michigan.

     Section 2.     Other Offices.  The Corporation may also have
offices at such other places both within and without the State of
Michigan as the board of directors may from time to time
determine or the business of the Corporation may require.


                            ARTICLE II
                     MEETINGS OF SHAREHOLDERS

     Section 1.     Times and Places of Meetings.  All meetings
of the shareholders shall be held at such times and places,
within or without the State of Michigan, as may be fixed from
time to time by the board of directors.  If no designation of the
place of a meeting is made, such meeting shall be held at the
principal office of Old Kent Bank and Trust Company in Grand
Rapids, Michigan.

     Section 2.     Annual Meetings.  Annual meetings of the
shareholders shall be held each year at such time on such
business day in the month of April as may be designated by the
board of directors, or if no such designation is made, at 10 a.m.
on the third Monday in April, or if that day is a legal holiday,
then on the next succeeding business day at such place and hour
as shall be fixed by the board of directors.

     Section 3.     Special Meetings.  Special meetings of the
shareholders may be called by resolution of a majority of the
board of directors or by the Chairman of the Board or Chief
Executive Officer of the Corporation, and shall be held on a date
fixed by the board of directors or the Chairman of the Board or
Chief Executive Officer.
<PAGE>

     Section 4.     Notice of Meetings.  Written notice of each
meeting of shareholders, stating the time, place and purposes
thereof, shall be given to each shareholder entitled to vote at
the meeting not less than ten (10) nor more than sixty (60) days
before the date fixed for the meeting.  Notice of a meeting need
not be given to any shareholder who signs a waiver of notice
before or after the meeting.  Attendance of a shareholder at a
meeting shall constitute both (a) a waiver of notice or defective
notice except when the shareholder attends a meeting for the
express purpose of objecting, at the beginning of the meeting, to
holding the meeting or transacting any business because the
meeting has not been lawfully called or convened, and (b) a
waiver of objection to consideration of a particular matter at
the meeting that is not within the purpose or purposes described
in the meeting notice, except when the shareholder objects to
considering the matter when it is presented.

     Section 5.     Shareholder List.  The officer or agent who
has charge of the stock ledger of the Corporation shall prepare
and make a complete list of the shareholders entitled to vote at
each meeting, arranged by class or series of shares in
alphabetical order, showing the address of and the number of
shares registered in the name of each shareholder.  The list
shall be produced and kept at the time and place of the meeting
and may be inspected during the whole time of the meeting by any
shareholder who is present at the meeting.

     Section 6.     Quorum.  Unless a greater or lesser quorum is
provided in the Articles of Incorporation or by law, shares
entitled to cast a majority of the votes at a meeting constitute
a quorum at the meeting.  Except when the holders of a class or
series of shares are entitled to vote separately on an item of
business, shares of all classes and series entitled to vote shall
be combined as a single class and series for the purpose of
determining a quorum.  When the holders of a class or series of
shares are entitled to vote separately on an item of business,
shares of that class or series entitled to cast a majority of the
votes of that class or series at a meeting constitute a quorum of
that class or series at the meeting, unless a greater or lesser
quorum is provided in the Articles of Incorporation or by law. 
If there is no quorum, the officer of the Corporation presiding
as chairman of the meeting shall have the power to adjourn the
meeting from time to time, without notice other than announcement
at the meeting, until a quorum is present, when any business may
be transacted which might have been transacted at the meeting as
first convened had there been a quorum.  However, if the
adjournment is for more than thirty (30) days, or if after the
adjournment the board fixes a new record date for the adjourned
meeting, notice of the time, place and purposes of such meeting
shall be given to each shareholder of record on the new record
date.  Once a quorum is determined to be present, the
shareholders present in person or by proxy at such meeting may
continue to do business until adjournment, notwithstanding the
withdrawal of enough shareholders to leave less than a quorum. 
If a meeting is adjourned solely for the purpose of receiving the
results of voting by shareholders, such meeting need not be
reconvened.  If not reconvened, such meeting shall stand
adjourned pending submission of the results of voting to the
Secretary of the Corporation, whereupon such meeting shall stand
adjourned until the next regular or special meeting of
shareholders.
<PAGE>

     Section 7.     Vote Required.  When a quorum is present at a
meeting, any action to be taken by a vote of the shareholders,
other than the election of directors, shall be authorized by a
majority of the votes cast by the holders of shares entitled to
vote on the action, unless a greater vote is required by the
Articles of Incorporation or express provision of statute. 
Except as otherwise provided by the Articles of Incorporation,
directors shall be elected by a plurality of the votes cast at an
election.

     Section 8.     Voting Rights.  Except as otherwise provided
by the Articles of Incorporation or the resolution or resolutions
of the board of directors creating any class of stock, each
shareholder shall at every meeting of the shareholders be
entitled to one vote in person or by proxy for each share of the
capital stock having voting power held by such shareholder.  Each
proxy to vote shall be in writing and signed by the shareholder
or his or her duly authorized representative, and no proxy shall
be voted after three years from its date, unless the proxy
provides for a longer period.

     Section 9.     Conduct of  Meetings.  Meetings of
shareholders generally shall follow accepted rules of
parliamentary procedure, subject to the following:

          (a)  The chairman of the meeting shall have
     absolute authority over matters of procedure, and there
     shall be no appeal from the ruling of the chairman. 
     If, in his or her absolute discretion, the chairman
     deems it advisable to dispense with the rules of
     parliamentary procedure as to any meeting of
     shareholders or part thereof, he or she shall so state
     and shall clearly state the rules under which the
     meeting or appropriate part thereof shall be conducted.

          (b)  If disorder should arise which, in the
     absolute discretion of the chairman, prevents the
     continuation of the legitimate business of the meeting,
     the chairman may quit the chair and announce the
     adjournment of the meeting, and upon his or her so
     doing, the meeting is immediately adjourned without the
     necessity of any vote or further action of the
     shareholders.

          (c)  The chairman may require any person who is
     not a bona fide shareholder of record on the record
     date, or a validly appointed proxy of such a
     shareholder, to leave the meeting.
<PAGE>

          (d)  The chairman may introduce nominations,
     resolutions or motions submitted by the board of
     directors for consideration by the shareholders without
     a motion or second.   Except as the chairman shall
     direct, a resolution or motion not submitted by the
     board of directors shall be considered for a vote only
     if proposed by a shareholder of record on the record
     date or a validly appointed proxy of such a
     shareholder, and seconded by such a shareholder or
     proxy other than the individual who proposed the
     resolution or motion.

          (e)  Except as the chairman shall direct, no
     matter may be presented to the meeting which has not
     been submitted in writing to the Secretary for
     inclusion in the agenda at least 10 days before the
     date of the meeting.

          (f)  When all shareholders present at a meeting in
     person or by proxy have been offered an opportunity to
     vote on any matter properly before a meeting, the
     chairman may at his or her discretion declare the polls
     to be closed, and no further votes may be cast or
     changed after such declaration.  If no such declaration
     is made by the chairman, the polls shall remain open
     and shareholders may cast additional votes or change
     votes until the inspectors of election have delivered
     their final report to the chairman.

          (g)  When the chairman has declared the polls to
     be closed on all matters then before a meeting, the
     chairman may declare the meeting to be adjourned
     pending determination of the results by the inspectors
     of election.  In such event, the meeting shall be
     considered adjourned for all purposes, and the business
     of the meeting shall be finally concluded upon delivery
     of the final report of the inspectors of election to
     the chairman at or after the meeting.

          (h)  When the chairman determines that no further
     matters may properly come before a meeting, he or she
     may declare the meeting to be adjourned, without
     motion, second, or vote of the shareholders.

          (i)  When the chairman has declared a meeting to
     be adjourned, unless the chairman has declared the
     meeting to be adjourned until a later date, no further
     business may properly be considered at the meeting even
     though shareholders or holders of proxies representing
     a quorum may remain at the site of the meeting.
<PAGE>

     Section 10.    Inspectors of Election.  The board of
directors or, if they shall not have so acted, the chairman may
appoint, at or prior to any meeting of shareholders, one or more
persons (who may be directors and/or employees of the
Corporation) to serve as inspectors of election.  The inspectors
so appointed shall determine the number of shares outstanding and
the voting power of each, the shares represented at the meeting,
the existence of a quorum, the validity and effect of proxies,
and shall receive votes or ballots, hear and determine challenges
and questions arising in connection with the right to vote, count
and tabulate votes or ballots, determine the result, and do such
acts as are proper to conduct the election or vote with fairness
to all shareholders.

     Section 11.    Voting.  When any vote is taken by written
ballot at any meeting of shareholders, an unrevoked proxy
submitted in accordance with its terms shall be accepted in lieu
of, and shall be deemed to constitute, a written ballot marked as
specified in such proxy.


                           ARTICLE III
                           RECORD DATE

     Section 1.     Fixing of Record Date by Board.  For the
purpose of determining the shareholders entitled to notice of or
to vote at any meeting of shareholders, or any adjournment
thereof, or to express consent to or dissent from any corporate
action in writing without a meeting, or for the purpose of
determining shareholders entitled to receive payment of any
dividend or the distribution or allotment of any rights or
evidences of interests arising out of any change, conversion or
exchange of capital stock, or for the purpose of any other
action, the board of directors may fix, in advance, a date as the
record date for any such determination of shareholders.  Such
date shall not be more than sixty (60) days nor less than ten
(10) days before the date of any such meeting, nor more than
sixty (60) days prior to the effectuation of any other action
proposed to be taken.  Only shareholders of record on a record
date so fixed shall be entitled to notice of, and to vote at,
such meeting or to receive payment of any dividend or the
distribution or allotment of any rights or evidences of interests
arising out of any change, conversion or exchange of capital
stock.

     Section 2.     Provision for Record Date in the Absence of
Board Action.  If a record date is not fixed by the board of
directors:  (a) the record date for determination of shareholders
entitled to notice of or to vote at a meeting of shareholders
shall be the close of business on the day next preceding the day
on which notice is given, or, if no notice is given, the day next
preceding the day on which the meeting is held; and (b) the
record date for determining shareholders entitled to express
consent to corporate action in writing, without a meeting, when
no prior action by the board of directors is necessary, shall be
the day on which the first written consent is expressed; and (c)
the record date for determining shareholders for any other
purpose shall be the close of business on the day on which the
resolution of the board relating thereto is adopted.
<PAGE>

     Section 3.     Adjournments.  When a determination of
shareholders of record entitled to notice of or to vote at a
meeting of shareholders has been made as provided in this
Article, the determination applies to any adjournment of the
meeting, unless the board fixes a new record date for the
adjourned meeting.


                            ARTICLE IV
                            DIRECTORS

     Section 1.     Number and Qualification of Directors.  Each
director shall be at least twenty-one (21) years of age.  A
director need not be a shareholder, a citizen of the United
States, or a resident of the State of Michigan.  The number of
directors shall be fixed by resolution of the board of directors
as provided in the Articles of Incorporation.

     Section 2.     Vacancies.  Vacancies and newly created
directorships resulting from any increase in the authorized
number of directors shall be filled in the manner provided in the
Articles of Incorporation.

     Section 3.     Powers.  The business and affairs of the
Corporation shall be managed by its board of directors which may
exercise all such powers of the Corporation and do all such
lawful acts and things as are not by statute or by the Articles
of Incorporation or by these Bylaws directed or required to be
exercised or done by the shareholders.

     Section 4.     Fees and Expenses.  The directors may be paid
their expenses, if any, of attendance at each meeting of the
board of directors and may be paid a fixed sum for attendance at
each meeting of the board of directors or a stated salary as
director.  No such payment shall preclude any director from
serving the Corporation in any other capacity and receiving
compensation therefor.  Members of special or standing committees
may be allowed like compensation for attending committee
meetings.

     Section 5.     Resignation and Removal.  Any director may
resign at any time and such resignation shall take effect upon
receipt of written notice thereof by the Corporation, or at such
subsequent time as set forth in the notice of resignation. 
Directors may be removed only as provided by statute or the
Articles of Incorporation.


                            ARTICLE V
                      MEETINGS OF DIRECTORS

     Section 1.     Place of Meetings.  The board of directors of
the Corporation may hold meetings, both regular and special,
either within or without the State of Michigan.
<PAGE>

     Section 2.     First Meeting of Newly Elected Board.  The
first meeting of each newly elected board of directors shall be
held immediately following the annual meeting of shareholders,
and no notice of such meeting shall be necessary to the newly
elected directors to legally constitute the meeting, provided a
quorum shall be present.  In the event such meeting is not held
immediately following the annual meeting of shareholders, the
meeting may be held at such time and place as shall be specified
in a notice given as hereinafter provided for special meetings of
the board of directors, or as shall be specified in a written
waiver signed by all of the directors.

     Section 3.     Regular Meetings.  Regular meetings of the
board of directors may be held with or without notice at such
time and at such place as shall from time to time be determined
by the board.

     Section 4.     Special Meetings.  Special meetings of the
board may be called by the Chairman of the Board or the Chief
Executive Officer on two (2) days' notice to each director,
either personally, by mail, by telegram or by facsimile
transmission; special meetings shall be called by the Chairman of
the Board or Chief Executive Officer in like manner and on like
notice on the written request of two (2) directors.

     Section 5.     Purpose Need Not Be Stated.  Neither the
business to be transacted at, nor the purpose of, any regular or
special meeting of the board of directors need be specified in
the notice of such meeting.

     Section 6.     Quorum.  At all meetings of the board of
directors a majority of the total number of directors shall
constitute a quorum for the transaction of business, and the acts
of a majority of the directors present at any meeting at which
there is a quorum shall be the acts of the board of directors,
except as may be otherwise specifically provided by statute or by
the Articles of Incorporation.  If a quorum is not present at any
meeting of the board of directors, the directors present thereat
may adjourn the meeting from time to time, without notice other
than announcement at the meeting, until a quorum is present.

     Section 7.     Action Without a Meeting.  Unless otherwise
restricted by the Articles of Incorporation or these Bylaws, any
action required or permitted to be taken at any meeting of the
board of directors or of any committee thereof may be taken
without a meeting if, before or after the action, all members of
the board or of such committee, as the case may be, consent
thereto in writing and such written consent is filed with the
minutes or proceedings of the board or committee.

     Section 8.     Meeting by Telephone or Similar Equipment. 
Members of the board of directors or any committee designated by
the board of directors may participate in a meeting of such
board, or committee, by means of conference telephone or similar
communications equipment by means through which all persons
participating in the meeting can communicate with each other. 
Participation in a meeting pursuant to this Section shall consti-
tute presence in person at the meeting.
<PAGE>

     Section 9.     Waiver of Notice.  Attendance of a director
at or participation in a meeting of the board of directors or any
committee constitutes a waiver of notice of the meeting, except
where a director attends a meeting for the express purpose of
objecting, at the beginning of the meeting or upon his or her
arrival, to the meeting or the transaction of any business
because the meeting has not lawfully been called or convened, and
the person does not thereafter vote for or assent to any action
taken at the meeting.  Notice of any meeting of the board or a
committee need not be given to any person entitled thereto who
waives such notice in writing, either before or after the
meeting.


                            ARTICLE VI
                     COMMITTEES OF DIRECTORS

     Section 1.     Committees.  The board of directors may from
time to time appoint committees, whose membership shall consist
of such members of the board of directors as it may deem
advisable, to serve at the pleasure of the board.  The board of
directors may also appoint directors to serve as alternates for
members of each committee in the absence or disability of regular
members.  The board of directors may fill any vacancies in any
committee as they occur.

     Section 2.     Executive Committee.  The Executive
Committee, if there is one, shall have and may exercise the full
powers and authority of the board of directors in the management
of the business affairs and property of the Corporation during
the intervals between meetings of the board of directors.  The
Executive Committee shall also have the power and authority to
declare distributions and dividends and to authorize the issuance
of stock.

     Section 3.     Audit Committee.

          (a)  Function.  The Audit Committee shall perform
     the function of an audit committee for the Corporation
     and each of its subsidiaries as that function may be
     defined for the purpose of compliance with laws and
     regulations applicable to the Corporation and each of
     its subsidiaries.  The Audit Committee shall have the
     following duties and responsibilities:

               (i)  causing a suitable examination of the
          financial records and operations of the
          Corporation and each of its subsidiaries to be
          made by the internal auditor of the Corporation;

               (ii) recommending to the board of directors
          the employment of independent public accountants
          who fulfill the requirements established by
          Section 36 of the Federal Deposit Insurance Act,
          as amended, and any regulations issued pursuant to
          such act by the Federal Deposit Insurance
          Corporation or any successor of such corporation;
<PAGE>

               (iii)     reviewing with the independent
          public accountants and management of the
          Corporation and its subsidiaries the bases for
          reports required by Section 36 of the Federal
          Deposit Insurance Act, as amended, and any
          regulations issued pursuant to such act by the
          Federal Deposit Insurance Corporation or any
          successor of such corporation;

               (iv) reviewing examination reports of the
          Corporation prepared by regulatory authorities and
          such other information concerning examination
          reports of the Corporation's subsidiaries as the
          committee deems advisable; and

               (v)  reporting to the board of directors at
          least once each calendar year concerning the
          results of examinations made and such conclusions
          and recommendations as the Audit Committee deems
          advisable.

          (b)  Eligibility of Members.  Directors who
     fulfill all of the following conditions shall be
     eligible to serve on the Audit Committee:

               (i)  members may not be current employees of
          the Corporation or any of its subsidiaries; and

               (ii) members must satisfy the requirements
          established by Section 36 of the Federal Deposit
          Insurance Act, as amended, and any regulations
          issued pursuant to such act by the Federal Deposit
          Insurance Corporation or any successor of such
          corporation.

          (c)  Authorized Actions.  The Audit Committee
     shall have the power to take and effect such actions as
     it deems necessary or advisable in the performance of
     its duties.  The committee may engage counsel and other
     consultants to assist the committee in performing its
     duties.  Such counsel and other consultants may but
     need not be otherwise engaged by the Corporation unless
     otherwise prohibited by applicable laws or regulations.
<PAGE>

     Section 4.     Compensation Committee.

          (a)  Function.  The Compensation Committee shall
     perform the function of a compensation committee as
     that function may be defined for the purpose of
     compliance with laws and regulations applicable to the
     Corporation.  The Compensation Committee shall have the
     following duties and responsibilities:

               (i)  administering option plans and benefit
          plans of the Corporation which are approved by the
          board of directors;

               (ii) determining compensation policy of the
          Corporation, reviewing Compensation policies and
          programs of the Corporation, and submitting
          recommendations to the board of directors;

               (iii)     determining compensation of the
          Chief Executive Officer, reviewing individual
          salaries of other executive officers, and
          submitting recommendations to the board of
          directors; and

               (iv) preparing an annual report to the
          Corporation's shareholders concerning the
          compensation policy of the Corporation. 

          (b)  Eligibility of Members.  Directors who
     satisfy all of the following conditions shall be
     eligible to serve as members of the Compensation
     Committee:

               (i)  A member may not be a current or former
          employee of the Corporation or any of its
          subsidiaries.

               (ii) A member must be a "Non-Employee
          Director" as such term is defined in Securities
          and Exchange Commission Rule 16b-3.

               (iii)     A member must be an "outside
          director" as such term is defined for the purpose
          of Internal Revenue Service Regulation 1.162-27.

               (iv) A member must not have an "Interlocking
          Relationship" with the Corporation or any of its
          officers.  An "Interlocking Relationship" shall
          include a relationship in which an executive
          officer of the Corporation serves as a member of
          the board of directors of another entity of which
          a director of the Corporation is an executive
          officer, or any other relationship which would be
          required to be disclosed pursuant to Item
          402(j)(3) of Securities and Exchange Commission
          Regulation S-K.
<PAGE>

          (c)  Authorized Actions.  The Compensation
     Committee shall have authority to:

               (i)  authorize the issuance of stock of the
          Corporation pursuant to the option plans and
          benefit plans of the Corporation which are
          approved by the board of directors;

               (ii) interpret the option plans and benefit
          plans of the Corporation which it administers to
          the extent that such power does not conflict with
          the terms of the applicable plan document; and

               (iii)     engage counsel and other
          consultants as the committee may deem necessary or
          advisable to assist the committee in performing
          its duties, which counsel and other consultants
          may but need not be otherwise engaged by the
          Corporation.

(amended 4/21/97)
     
     Section 5.     Committee on Directors.  The Committee on
Directors, if there is one, shall consider candidates for the
board of directors, propose to the board of directors candidates
for directors for submission to the shareholders at the annual
meeting, and review the retirement policy for directors and make
recommendations to the board of directors concerning this policy.

     Section 6.     Other Committees.  The board of directors may
designate such other committees as it may deem appropriate, and
such committees shall exercise the authority delegated to them.

     Section 7.     Meetings.  Each committee provided for above
shall meet as often as its business may require and may fix a day
and time for regular meetings, notice of which shall not be
required.  Whenever the day fixed for a meeting shall fall on a
holiday, the meeting shall be held on the following business day
or on such other day as the chairman of the committee may
determine.  Special meetings of committees may be called by any
member, and notice thereof may be given to the members by
telephone, telegram, letter or facsimile transmission.  A
majority of the members of a committee shall constitute a quorum
for the transaction of the business of the committee.  A record
of the proceedings of each committee shall be kept and presented
to the board of directors.

     Section 8.     Substitutes.  In the absence or
disqualification of a member of a committee, the members thereof
present at a meeting and not disqualified from voting, whether or
not they constitute a quorum, may unanimously appoint another
member of the board to act at the meeting in place of such absent
or disqualified member.
<PAGE>


                           ARTICLE VII
                  OFFICERS AND TITLED POSITIONS

     Section 1.     Appointment of Officers.  The board of
directors at its first meeting after the annual meeting of
shareholders, or as soon as practicable after the election of
directors in each year, shall appoint from its number a Chairman
of the Board and a President.  The board of directors shall also 
appoint a Secretary, a Treasurer and a Chief Financial Officer,
all of whom shall be officers of the Corporation.  The board of
directors may also appoint and expressly designate such other
individuals as it may deem proper to be officers of the
Corporation, with such titles as the board of directors may deem
appropriate.  If the offices of Chairman of the Board and
President are held by a single person, that officer shall be the
Chief Executive Officer of the Corporation; if not, the board of
directors shall designate either the Chairman of the Board or the
President to be the Chief Executive Officer of the Corporation. 
The dismissal of an officer, the appointment of an officer to
fill the office of one who has been dismissed or has ceased for
any reason to be an officer, the appointment of any additional
officers, and the change of an officer to a different or
additional office, may be made by the board of directors at any
later meeting.  Any two or more offices may be filled by the same
person.

     Section 2.     Appointments to Titled Positions.  The board
of directors or the Chief Executive Officer may from time to time
appoint individuals to fill titled positions.  Holders of titled
positions who may from time to time be appointed pursuant to this
Section shall hold such titles as are assigned by the board of
directors or the Chief Executive Officer and shall perform such
duties and exercise such authority as may be assigned by the
board of directors or the Chief Executive Officer.  Dismissal of
the holder of a titled position, appointment of a replacement for
a holder of a titled position, appointment of any additional
titled position holders, and change of a titled position holder
to a different or additional position, may be made by the board
of directors or the Chief Executive Officer.  Any two or more
titled positions may be filled by the same person.  (Amended
4/17/95.)

     Section 3.     Authority of Officers.  The Chief Executive
Officer, the President (if not also the Chief Executive Officer),
the Secretary, the Treasurer, the Chief Financial Officer and
such other persons as the board of directors shall have appointed
and expressly designated as officers shall be the only officers
of the Corporation.  Only the officers of the Corporation shall
have discretionary authority to determine the fundamental
policies of the Corporation.  Holders of titled positions who
have not been expressly designated as officers of the Corporation
in this Section or by the board of directors shall not be
officers of the Corporation regardless of their titles.
<PAGE>

     Section 4.     Authority of Titled Positions.  Holders of
titled positions who are not officers shall not have
discretionary authority to determine fundamental policies of the
Corporation and shall not, by reason of holding such titled
positions, be entitled to have access to any files, records or
other information relating or pertaining to the Corporation, its
business and finances, or to attend or receive the minutes of any
meetings of the board of directors or any committee of the
Corporation, except as and to the extent expressly authorized and
permitted by the board of directors or the Chief Executive
Officer.

     Section 5.     Term of Service.  Each officer and holder of
a titled position shall serve at the pleasure of the board.  The
board of directors may remove any officer or holder of a titled
position from that office or position for cause or without cause. 
Any officer or holder of a titled position may resign his or her
office or position at any time, such resignation to take effect
upon receipt of written notice thereof by the Corporation unless
otherwise specified in the resignation.

     Section 6.     Chairman of the Board.  The Chairman of the
Board shall preside at all meetings of the shareholders and all
meetings of the board of directors.

     Section 7.     President.  The President shall, subject to
the direction of the board of directors, see that all orders and
resolutions of the board are carried into effect, and shall
perform all other duties necessary or appropriate to his or her
office, subject, however, to his or her right and the right of
the directors to delegate any specific powers to any other
officer or officers of the Corporation.  In case of the absence
or inability to act of the Chairman of the Board, the President
shall exercise all of the duties and responsibilities of the
Chairman until the board shall otherwise direct.

     Section 8.     Chief Executive Officer.  The Chief Executive
Officer, in addition to his or her duties as Chairman of the
Board or President, as the case may be, shall have final
authority, subject to the control of the board of directors, over
the general policy and business of the Corporation and shall have
the general control and management of the business and affairs of
the Corporation.  The Chief Executive Officer shall have the
power, subject to the control of the board of directors, to
appoint, suspend or discharge and to prescribe the duties and to
fix the compensation of such agents and employees of the
Corporation, other than the officers appointed by the board, as
he or she may deem necessary.
<PAGE>

     Section 9.     Vice-Chairmen of the Board.  Each Vice-Chairman 
of the Board shall have such powers and perform such duties as may be 
assigned to him or her from time to time by the board of directors or 
the Chief Executive Officer.  In case of the absence or inability to 
act of the Chairman of the Board and the President, the duties of his 
or her office shall, unless otherwise specified by these Bylaws, be 
performed by the Vice-Chairmen of the Board in the order of their seniority 
or such other priority as may be established by the board or by the Chief
Executive Officer, unless and until the board shall otherwise direct, and, 
when so acting, the duly authorized Vice-Chairman of the Board shall have 
all the powers of, and shall be subject to the restrictions upon, the 
Chairman of the Board or the President.

     Section 10.    Vice Presidents.  Each Executive Vice
President, Senior Vice President, Vice President, Assistant Vice
President and such other vice presidents as may be designated by
the board of directors shall have such powers and perform such
duties as may be assigned to him or her from time to time by the
board of directors or the Chief Executive Officer.  In case of
the absence or inability to act of the President, and in the
absence or inability to act of the Vice-Chairmen of the Board,
the duties of the President shall, unless otherwise specified by
these Bylaws, be performed by the Executive Vice Presidents, the
Senior Vice Presidents, the Vice Presidents, the Assistant Vice
Presidents and then such other vice presidents as may be
designated by the board in the order of their seniority or such
other priority as may be established by the board or by the Chief
Executive Officer, unless and until the board shall otherwise
direct, and, when so acting, the duly authorized Executive Vice
President, Senior Vice President, Vice President or Assistant
Vice President shall have all the powers of, and shall be subject
to the restrictions upon, the President.  Executive Vice
Presidents, Senior Vice Presidents, Vice Presidents and Assistant
Vice Presidents have the authority to sign or execute contracts
and other documents which shall be binding on the Corporation and
to fulfill the terms thereof, but such Executive Vice Presidents,
Senior Vice Presidents, Vice Presidents and Assistant Vice
Presidents shall not have the discretionary policy-making
authority conferred upon the officers by these Bylaws unless
expressly designated as an officer by the board of directors.  

     Section 11.    Secretary. The Secretary shall attend all
sessions of the board of directors and all meetings of the
shareholders and shall record all votes and the minutes of all
proceedings in a book to be kept for that purpose.  The Secretary
shall perform like duties for committees when required.  He or
she shall give, or cause to be given, notice of all meetings of
the shareholders and meetings of the board of directors.  He or
she shall keep in safe custody the seal of the Corporation and
shall see that it is affixed to all documents the execution of
which, on behalf of the Corporation under its seal, is necessary
or appropriate, and when so affixed may attest the same.  He or
she shall perform such other duties as may be prescribed by the
board of directors or the Chief Executive Officer.  
<PAGE>

     Section 12.    Treasurer.  The Treasurer shall have custody
of the corporate funds and securities, except as otherwise
provided by the board, shall cause to be kept full and accurate
accounts of receipts and disbursements in books belonging to the
Corporation, and shall deposit all moneys and other valuable
effects in the name and to the credit of the Corporation in such
depositories as may be designated by the board of directors.  He
or she shall disburse the funds of the Corporation as may be
ordered by the board or directors, taking proper vouchers for
such disbursements, and shall render to the directors, at the
regular meetings of the board or whenever they may require it, an
account of all his or her transactions as Treasurer and of the
financial condition of the Corporation.   

     Section 13.    Absence.  In the case of the absence or
inability to act of any officer or holder of any titled position,
or for any other reason that the board may deem sufficient, the
board of directors or the Chief Executive Officer may delegate
for the time being the powers or duties of such officer or holder
of any titled position, to any other director or officer.  To the
extent that the enumerated powers or duties do not involve
participation in major policy-making functions of the Corporation
or the exercise of discretionary authority to that end, said
powers or duties may be delegated for the time being to the
holder of a titled position, but shall be exercised under the
supervision of an officer.

                           ARTICLE VIII
                         INDEMNIFICATION

     Section 1.     Indemnification Other Than in Actions by or
in the Right of the Corporation.  Any person who was or is a
party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action
by or in the right of the Corporation) by reason of the fact that
he or she is or was a director or executive officer of the
Corporation or a subsidiary, or, while serving as such a director
or executive officer, is or was serving at the request of the
Corporation or a subsidiary as a director, officer, partner,
trustee, employee or agent of another foreign or domestic -
Corporation, partnership, joint venture, trust or other
enterprise, whether for profit or not, shall be indemnified by
the Corporation against expenses (including attorneys' fees),
judgments, penalties, fines and amounts paid in settlement
actually and reasonably incurred by him or her in connection with
such action, suit or proceeding if he or she acted in good faith
and in a manner he or she reasonably believed to be in or not
opposed to the best interests of the Corporation or its
shareholders, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his or her conduct
was unlawful.  The termination of any action, suit or proceeding
by judgment, order, settlement, conviction or upon a plea of nolo
contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a
manner which he or she reasonably believed to be in or not
opposed to the best interests of the Corporation or its
shareholders, or with respect to any criminal action or
proceeding, that he or she had reasonable cause to believe that
his or her conduct was unlawful.  Persons who are not directors
or executive officers of the Corporation or a subsidiary may be
similarly indemnified in respect of such service to the extent
authorized at any time by the board of directors, except as
otherwise provided by statute or the Articles of Incorporation.
<PAGE>

     Section 2.     Indemnification in Actions by or in the Right
of the Corporation. Any person who was or is a party or is
threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the Corporation to
procure a judgment in its favor by reason of the fact that he or
she is or was a director or executive officer of the Corporation
or a subsidiary, or, while serving as such a director or
executive officer, is or was serving at the request of the
Corporation or a subsidiary as a director, officer, partner,
trustee, employee or agent of another foreign or domestic
Corporation, partnership, joint venture, trust or other
enterprise, whether for profit or not, shall be indemnified by
the Corporation against expenses (including attorneys' fees) and
amounts paid in settlement actually and reasonably incurred by
him or her in connection with the action or suit if he or she
acted in good faith and in a manner he or she reasonably believed
to be in or not opposed to the best interests of the Corporation
or its shareholders.  Indemnification shall not be made for any
claim, issue or matter in which such person has been found liable
to the Corporation except to the extent authorized in Section 6
of this Article.  Persons who are not directors or executive
officers of the Corporation or a subsidiary may be similarly
indemnified in respect of such service to the extent authorized
at any time by the board of directors, except as otherwise
provided by statute or the Articles of Incorporation.

     Section 3.     Expenses.  To the extent that a director or
executive officer, or other person whose indemnification is
authorized by the board of directors, has been successful on the
merits or otherwise, including the dismissal of an action without
prejudice, in the defense of any action, suit or proceeding
referred to in Section 1 or 2 of this Article, or in the defense
of any claim, issue or matter therein, he or she shall be
indemnified against expenses (including attorneys' fees) actually
and reasonably incurred by him or her in connection therewith and
any action, suit or proceeding brought to enforce the mandatory
indemnification provided in this Section.

     Section 4.     Authorization of Indemnification.  Any
indemnification under Section 1 or 2 of this Article (unless
ordered by a court) shall be made by the Corporation only as
authorized in the specific case upon a determination that
indemnification is proper in the circumstances because the person
has met the applicable standard of conduct set forth in this
Article and upon an evaluation of the reasonableness of expenses
and amounts paid in settlement.  Such determination shall be made
(a) by the board of directors by a majority vote of a quorum
consisting of directors who are not parties or threatened to be
made parties to such action, suit or proceeding, or if such a
quorum cannot be obtained, by a majority vote of a committee duly
designated by the board consisting solely of two or more
directors not at the time parties or threatened to be made
parties to such action, suit or proceeding; (b) by independent
legal counsel (who may be the regular counsel of the Corporation)
in a written opinion, which counsel shall be selected as provided
in (a) above, provided that if a committee cannot be designated
as provided in (a) above, then the board shall select such
independent counsel; (c) by all Independent Directors (as that
term is defined in the Michigan Business Corporation Act) who are
not parties or threatened to be made parties to such action, suit
or proceeding; or (d) by the shareholders, but shares held by
directors, officers, employees or agents who are parties or
threatened to be made parties to such action, suit or proceeding
may not be voted.  In designating a committee under (a) above, or
in the selection of independent legal counsel in the event a
committee cannot be designated pursuant to (b) above, all
directors may participate.  The Corporation may indemnify a
person for a portion of expenses (including reasonable attorneys'
fees), judgments, penalties, fines and amounts paid in settlement
for which the person is entitled to indemnification under Section
1 or 2 of this Article, even though the person is not entitled to
indemnification for the total amount of such expenses, judgments,
penalties, fines and amounts paid in settlement.
<PAGE>

     Section 5.     Advancing of Expenses.  Expenses incurred by
any person who is or was serving as a director or executive
officer of the Corporation or a subsidiary in defending a civil
or criminal action, suit or proceeding described in Section 1 or
2 of this Article shall be paid by the Corporation in advance of
the final disposition of such action, suit or proceeding if (a)
the person furnishes the Corporation a written affirmation of his
or her good faith belief that he or she has met the applicable
standard of conduct set forth in Section 1 or 2 of this Article;
(b) the person furnishes the Corporation a written undertaking,
executed personally or on his or her behalf, to repay the advance
if it is ultimately determined that he or she did not meet the
applicable standard of conduct; and (c) a determination is made
that the facts then known to those making the determination would
not preclude indemnification under the Michigan Business
Corporation Act.  Persons who are or were not serving as a
director or executive officer of the Corporation or a subsidiary
may receive similar advances of expenses to the extent authorized
at any time by the board of directors, except as otherwise
provided by statute or the Articles of Incorporation. 
Determinations under this Section shall be made in the manner
specified in Section 4 of this Article.  Notwithstanding the
foregoing, in no event shall any advance be made in instances
where the board or independent legal counsel reasonably
determines that such person deliberately breached his or her duty
to the Corporation or its shareholders.

     Section 6.     Right to Indemnification Upon Application;
Procedure Upon Application.  A director, executive officer or
other person who is a party or threatened to be made a party to
an action, suit or proceeding may apply for indemnification to
the court conducting the proceeding or to another court of
competent jurisdiction.  On receipt of an application, the court
may order indemnification if it determines that the person is
fairly and reasonably entitled to indemnification in view of all
the relevant circumstances, whether or not he or she met the
applicable standard of conduct set forth in Section 1 or 2 of
this Article or was adjudged liable as described in Section 2 of
this Article, provided, however, that if he or she was adjudged
liable, his or her indemnification shall be limited to reasonable
expenses incurred.

     Section 7.     Indemnification Under Bylaws Not Exclusive. 
The indemnification or advancement of expenses provided by this
Article shall not be deemed exclusive of any other rights to
which those seeking indemnification or advancement of expenses
may be entitled under the Articles of Incorporation, any bylaw,
agreement, vote of shareholders or disinterested directors, or
otherwise, both as to action in his or her official capacity and
as to action in another capacity while holding such office, and
shall continue as to a person who has ceased to be a director,
officer, employee or agent, and shall inure to the benefit of the
heirs, executors and administrators of such a person.  The total
amount of expenses advanced or indemnified from all sources shall
not exceed the amount of actual expenses incurred by the person
seeking indemnification or advancement of expenses.  All rights
to indemnification under this Article shall be deemed to be
provided by a contract between the Corporation and the director,
officer, employee or agent who serves in such capacity at any
time while these Bylaws and other relevant provisions of the
general corporation law and other applicable law, if any, are in
effect.  Any repeal or modification thereof shall not affect any
rights or obligations then existing.
<PAGE>

     Section 8.     Insurance.  The Corporation may purchase and
maintain insurance on behalf of any person who is or was a
director, officer, employee or agent of the Corporation, or is or
was serving at the request of the Corporation as a director,
officer, partner, trustee, employee or agent of another
Corporation, partnership, joint venture, trust or other
enterprise against any liability asserted against him or her and
incurred by him or her in any such capacity, or arising out of
his or her status as such, whether or not the Corporation would
have the power to indemnify him or her against such liability
under the provisions of this Article.

     Section 9.     Mergers.  For the purposes of this Article,
references to the "Corporation" include all constituent
Corporations absorbed in a consolidation or merger, as well as
the resulting or surviving Corporation, so that any person who is
or was a director, officer, employee or agent of such constituent
Corporation, or is or was serving at the request of such
constituent Corporation as a director, officer, partner, trustee,
employee or agent of another foreign or domestic Corporation,
partnership, joint venture, trust or other enterprise, whether
for profit or not, shall stand in the same position under the
provisions of this Article with respect to the resulting or
surviving Corporation if he or she had served the resulting or
surviving Corporation in the same capacity.

     Section 10.    Savings Clause.  If this Article or any
portion thereof shall be invalidated on any ground by any court
of competent jurisdiction, then the Corporation shall
nevertheless indemnify each director, executive officer or other
person whose indemnification is authorized by the board of
directors as to expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement with respect to any action,
suit or proceeding, whether civil, criminal, administrative or
investigative, including a grand jury proceeding and an action by
the Corporation, to the full extent permitted by any applicable
portion of this Article that shall not have been invalidated or
by any other applicable law.


                            ARTICLE IX
                           SUBSIDIARIES

     Section 1.     Subsidiaries.  The board of directors, the
Chief Executive Officer, or any executive officer designated by
the board of directors may vote the shares of stock owned by the
Corporation in any subsidiary, whether wholly or partly owned by
the Corporation, in such manner as they may deem in the best
interests of the Corporation, including, without limitation, for
the election of directors of any subsidiary corporation, or for
any amendments to the charter or bylaws of any such subsidiary
corporation, or for the liquidation, merger or sale of assets of
any such subsidiary corporation.  The board of directors, the
Chief Executive Officer, or any executive officer designated by
the board of directors may cause to be elected to the board of
directors of any such subsidiary corporation such persons as they
shall designate, any of whom may, but need not be, directors,
executive officers, or other employees or agents of the
Corporation.  The board of directors, the Chief Executive
Officer, or any executive officer designated by the board of
directors may instruct the directors of any such subsidiary
corporation as to the manner in which they are to vote upon any
issue properly coming before them as the directors of such
subsidiary corporation, and such directors shall have no
liability to the Corporation as the result of any action taken in
accordance with such instructions.
<PAGE>

     Section 2.     Subsidiary Officers Not Executive Officers. 
The officers of any subsidiary corporation shall not, by virtue
of holding such title and position, be deemed to be executive
officers of the Corporation, nor shall any such officer of a
subsidiary corporation, unless he or she is also a director or
executive officer of the Corporation, be entitled to have access
to any files, records or other information relating or pertaining
to the Corporation, its business and finances, or to attend or
receive the minutes of any meetings of the board of directors or
any committee of the Corporation, except as and to the extent
expressly authorized and permitted by the board of directors or
the Chief Executive Officer.


                            ARTICLE X
                      CERTIFICATES OF STOCK

     Section 1.     Form.  Every holder of stock in the
Corporation shall be entitled to have a certificate, signed by,
or in the name of the Corporation by, the Chairman of the Board,
a Vice Chairman of the Board, the President, an Executive Vice
President, a Senior Vice President, or a Vice President and the
Treasurer, an Assistant Treasurer, the Secretary or an Assistant
Secretary of the Corporation, certifying the number of shares
owned by him or her in the Corporation.  The certificate may, but
need not be, sealed with the seal of the Corporation, or a
facsimile thereof.

     Section 2.     Facsimile Signatures.  Where a certificate 
is signed  (a) by a transfer  agent or an  assistant transfer
agent, or (b) by a transfer clerk acting on behalf of the Corpo-
ration and a registrar, the signatures of the Chairman of the
Board, Vice Chairman of the Board, President, Executive Vice
President, Senior Vice President, Vice President, Treasurer,
Assistant Treasurer, Secretary or Assistant Secretary may be
facsimiles.  In case any officer(s) or any holder(s) of a titled
position who has signed, or whose facsimile signature(s) has been
used on, any certificate shall cease to be such officer(s) or
holder(s) before such certificate has been delivered by the
Corporation, such certificate may nevertheless be issued and
delivered as though the person(s) who signed such certificate or
whose facsimile signature(s) appears thereon continued to be such
officer(s) or holder(s) of such titled position.

     Section 3.     Lost Certificates.  The officers may direct a
new certificate to be issued in place of any certificate
theretofore issued by the Corporation alleged to have been lost,
stolen or destroyed upon the making of an affidavit of that fact
by the person claiming the certificate of stock to be lost,
stolen or destroyed.  When authorizing such issue of a new
certificate or certificates, the officers may, in their
discretion and as a condition precedent to the issuance thereof,
require the owner of such lost, stolen or destroyed certificate,
or his or her legal representative, to advertise the same in such
manner as it shall require and/or to give the Corporation a bond
in such sum as they may direct as indemnity against any claim
that may be made against the Corporation with respect to the
certificate alleged to have been lost, stolen or destroyed.
<PAGE>

     Section 4.     Registered Owner.  The Corporation shall be
entitled to recognize the exclusive rights of a person registered
on its books as the owner of shares to receive dividends and to
vote as such owner, and to hold liable for calls and assessments
a person registered on its books as the owner of shares; the
Corporation shall not be bound to recognize any equitable or
other claim to or interest in such share or shares on the part of
any other person, whether or not it shall have express or other
notice thereof, except as otherwise provided by the laws of
Michigan.


                            ARTICLE XI
                        GENERAL PROVISIONS

     Section 1.     Checks.  Any signature on any check, demand
or note may be signed by the facsimile signature of any person
authorized by the board of directors to sign under this Section 1
of Article XI.  If any officer who has signed or whose facsimile
signature has been used shall cease to be such officer, such
document may nevertheless be signed by means of such facsimile
signature and delivered as though the person who signed such
document or whose facsimile signature has been used thereon had
not ceased to be such officer.

     Section 2.     Fiscal Year.  The fiscal year of the
Corporation shall be fixed by resolution of the board of -
directors.

     Section 3.     Seal.  The corporate seal shall have
inscribed thereon the name of the Corporation and the words
"Corporate Seal, Michigan." The seal may be used by causing it or
a facsimile thereof to be impressed, affixed, reproduced or
otherwise.

     Section 4.     Voting Securities.  The Chief Executive
Officer or any executive officer designated by the board of
directors shall have full power and authority on behalf of the
Corporation to attend and to act and to vote, or to execute in
the name or on behalf of the Corporation a proxy authorizing an
agent or attorney-in-fact for the Corporation to attend and to
act and to vote, at any meetings of security holders of
corporations in which the Corporation may hold securities, and at
such meetings he or she and his or her duly authorized agent or
attorney-in-fact shall possess and may exercise any and all
rights and powers incident to the ownership of such securities
and which, as the owner thereof, the Corporation might have
possessed and exercised if present.
<PAGE>

     Section 5.     Dividends.  Dividends upon the capital stock
of the Corporation, subject to the provisions of the Articles of
Incorporation, if any, may be declared by the board of directors
at any regular or special meeting pursuant to law.  Dividends may
be paid in cash, in property, or in shares of capital stock,
subject to the provisions of the Articles of Incorporation.

     Section 6.     Reserves.  Before payment of any dividends,
there may be set aside out of any funds of the Corporation
available for dividends such sum or sums as the directors from
time to time, in their absolute discretion, think proper as a
reserve or reserves to meet contingencies, or for equalizing
dividends, or for repairing or maintaining any property of the
Corporation, or for such other purpose as the directors shall
think conducive to the interests of the Corporation, and the
directors may modify or abolish any such reserve in the manner in
which it was created.


                           ARTICLE XII
                            AMENDMENTS

     These Bylaws may be amended, altered, changed, added to or
repealed by the shareholders at any regular or special meeting of
the shareholders if notice of such action be contained in the
notice of such meeting, or by the board of directors at any
regular or special meeting of the board of directors.
<PAGE>


                 OLD KENT FINANCIAL CORPORATION
                     SECRETARY'S CERTIFICATE

     I, MARY E. TUUK, the duly elected, qualified and
acting Vice President and Secretary of Old Kent Financial
Corporation (the "Corporation"), do hereby certify that attached
hereto is a true and correct copy of the Bylaws of the
Corporation which were in full force and effect as of the date
written below.

     IN WITNESS WHEREOF, I have hereunto set my hand and affixed
the seal of the Corporation on _______________________________,
19_____.


                                        ______________________________
                                        Mary E. Tuuk
                                        Vice President and
                                        Secretary




[Corporate Seal]