RESOLUTIONS OF THE BOARD OF DIRECTORS

                                OF

                  OLD KENT FINANCIAL CORPORATION

                          June 16, 1997


AMENDMENT OF EXECUTIVE STOCK INCENTIVE 
PLAN OF 1997 AND STOCK OPTION
INCENTIVE PLAN OF 1992

          WHEREAS, the Board of Directors wants to permit greater
     flexibility in personnel administration to facilitate
     implementation of policies designed to promote various
     corporate purposes; and

          WHEREAS, the Board of Directors believes that certain
     amendments to the Corporation's Executive Stock Incentive
     Plan of 1997 (the "1997 Plan") and Stock Option Incentive
     Plan of 1992 (the "1992 Plan") are tailored to specific and
     limited circumstances and will permit the desired
     flexibility in personnel administration; and

          WHEREAS, the Board of Directors has reviewed and
     considered the proposed amendments to the 1997 Plan and the
     1992 Plan and has determined that the proposed amendments
     will not materially increase the benefits accruing to
     participants under either plan;

          IT IS THEREFORE RESOLVED, that paragraph (b) of Section
     5.8 of the 1997 Plan is hereby amended in its entirety to
     read as follows:

               (b)  Consensual Severance.  If a Participant
          ceases to be employed by the Company or one of its
          Subsidiaries due to Consensual Severance, the
          Committee may, in its sole discretion, permit the
          Participant to exercise his or her Stock Options 
          in accordance with their terms and to the extent
          that the Participant was entitled to exercise the
          Stock Options on the date of termination for a
          period of time after such termination of
          employment as may be determined by the Committee,
          provided, that such period may not extend beyond
          the earlier of 5 years after the date of
          termination or the dates on which such Stock
          Options expire by their terms.

          FURTHER RESOLVED, that paragraph (c) of Section 5.8 of
     the 1997 Plan is hereby amended in its entirety to read as
     follows:
<PAGE>

               (c)  Retirement.  If a Participant ceases to
          be employed by the Company or one of its
          Subsidiaries due to Retirement, the Participant
          may exercise his or her Stock Options  in
          accordance with their terms for a period of 5
          years after such termination of employment unless
          such Stock Options earlier expire by their terms,
          but only to the extent that the Participant was
          entitled to exercise the Stock Options on the date
          of termination.

          FURTHER RESOLVED, that paragraph (b) of Section 12 of
     the 1992 Plan is hereby amended in its entirety to read as
     follows:

               (b)  If a Participant ceases to be employed
          by Old Kent or one of its Subsidiaries due to
          Consensual Severance, the Committee may, in its
          sole discretion, permit the Participant to
          exercise his or her Options or Rights in
          accordance with their terms and to the extent that
          the Participant was entitled to exercise the
          Options or Rights on the date of termination for a
          period of time after such termination of
          employment as may be determined by the Committee,
          provided, that such period may not extend beyond
          the earlier of five years after the date of
          termination or the dates on which such Options or
          Rights expire by their terms.

          FURTHER RESOLVED, that paragraph (c) of Section 12 of
     the 1992 Plan is hereby amended in its entirety to read as
     follows:

               (c)  If a Participant ceases to be employed
          by Old Kent or one of its Subsidiaries due to
          Retirement, the Participant may exercise his or
          her Options or Rights in accordance with their
          terms for a period of five years after such
          termination of employment unless such Options or
          Rights earlier expire by their terms, but only to
          the extent that the Participant was entitled to
          exercise the Options or Rights on the date of
          termination.

          FURTHER RESOLVED, that, in connection with the
     amendments described in these resolutions, the officers of
     the Corporation are authorized to execute and cause to be
     filed on its behalf all such applications and other
     instruments and to take such other actions as in their
     discretion they may consider necessary or appropriate to
     comply with all relevant laws in force in the United States
     of America, the State of Michigan, and other appropriate
     jurisdictions; and

          FURTHER RESOLVED, that the officers of the Corporation
     be, and they hereby are, authorized on behalf of the
     Corporation to execute any and all documents and to take any
     and all further actions which may in their judgment be
     necessary or appropriate to carry out the foregoing
     resolutions.
<PAGE>
                                

                  OLD KENT FINANCIAL CORPORATION
                    INDEMNIFICATION AGREEMENT


          This Agreement is made as of April 21, 1997, by and
between  Old Kent Financial Corporation (the "Corporation") a
Michigan corporation, and _____________________ ("Indemnitee").  

          Indemnitee is, or is nominated to be elected, a director
of the Corporation.  It is essential to the Corporation to attract
and retain as directors the most capable persons available. The
Corporation's Articles of Incorporation, as approved by its
shareholders, provide that the Corporation's directors shall be
indemnified as of right to the fullest extent permitted by law. 
This Agreement implements that provision.  In consideration of
Indemnitee's agreement to serve as a director of the Corporation,
the parties are entering into this Agreement.

          THEREFORE, the Corporation and Indemnitee agree:

     Section 1. Definitions.  As used in this Agreement:

          (a)  "Expenses" shall mean all reasonable costs,
     expenses, and obligations actually paid or incurred in
     connection with investigating, litigating, being a
     witness in, defending, or participating in, or preparing
     to litigate, defend, be a witness in, or participate in
     any matter that is the subject of a Proceeding (as
     defined below), including, without limitation, any
     attorney, accountant and expert fees and court costs.

          (b)  "Proceeding" shall mean any threatened,
     pending, or completed action, suit, or proceeding, or any
     inquiry or investigation, whether brought by or in the
     right of the Corporation or otherwise, and whether of a
     civil, criminal, administrative, or investigative nature,
     including without limitation any administrative or civil
     action instituted by any federal or state bank regulatory
     agency, in which Indemnitee is, may be, or may have been
     involved as a party or otherwise by reason of the fact
     that Indemnitee is or was a director, officer, employee,
     or agent of the Corporation or Old Kent Bank, or by
     reason of any action taken by Indemnitee, or any inaction
     on Indemnitee's part, while acting as a director,
     officer, employee, or agent of the Corporation or Old
     Kent Bank, or by reason of the fact that Indemnitee is or
     was elected, appointed or serving at the request of the
     Corporation or Old Kent Bank as a director, officer,
     partner, trustee, employee, agent or fiduciary of any
     other foreign or domestic corporation, bank, partnership,
     joint venture, trust or other enterprise, whether for
     profit or not.
<PAGE>

          (c)  "Resolution Costs" shall include any amount
     paid in connection with a Proceeding and in satisfaction
     of a judgment, fine or penalty, or any amount paid in
     settlement of a Proceeding.

          (d)  "Change in Control" shall mean an occurrence of
     a nature that would be required to be reported in
     response to Item 6(e) of Schedule 14A of Regulation 14A
     issued under the Securities Exchange Act of 1934, as
     amended (the "Act").  Without limiting the inclusiveness
     of the definition in the preceding sentence, a Change in
     Control of the Corporation shall be deemed to have
     occurred as of the first day that any one or more of the
     following conditions is satisfied: (a) any Person is or
     becomes the "beneficial owner" (as defined in Rule 13d-3
     under the Act), directly or indirectly, of securities of
     the Corporation representing 25% or more of the combined
     voting power of the Corporation's then outstanding
     securities; (b) the failure at any time of the Continuing
     Directors to constitute at least a majority of the board
     of directors of the Corporation; or (c) any of the
     following occur: (i) any merger or consolidation of the
     Corporation, other than a merger or consolidation in
     which the voting securities of the Corporation
     immediately prior to the merger or consolidation continue
     to represent (either by remaining outstanding or being
     converted into securities of the surviving entity) 60% or
     more of the combined voting power of the Corporation or
     surviving entity immediately after the merger or
     consolidation with another entity; (ii) any sale,
     exchange, lease, mortgage, pledge, transfer or other
     disposition (in a single transaction or a series of
     related transactions) of assets or earning power
     aggregating more than 50% of the assets or earning power
     of the Corporation on a consolidated basis; (iii) any
     complete liquidation or dissolution of the Corporation;
     (iv) any reorganization, reverse stock split or
     recapitalization of the Corporation which would result in
     a Change in Control as otherwise defined herein; or (v)
     any transaction or series of related transactions having,
     directly or indirectly, the same effect as any of the
     foregoing.

          (e)  "Continuing Directors" means the individuals
     who were either (a) serving as directors of the
     Corporation on February 17, 1997, or (b) subsequently
     appointed or elected as a director, if appointed or
     nominated by at least a majority of the Continuing
     Directors in office at the time of the nomination or
     appointment, but specifically excluding any individual
     whose initial assumption of office occurs as a result of
     either an actual or threatened "election contest" (as the
     term is used in Rule 14a-11 of Regulation 14A promulgated
     under the Act) or other actual or threatened solicitation
     of proxies or consents by or on behalf of a Person other
     than the Corporation's board of directors.

          (f)  "Person" has the same meaning as set forth in
     Sections 13(d) and 14(d)(2) of the Act.
<PAGE>

          (g)  A "Potential Change in Control" shall be deemed
     to have occurred if (i) the Corporation enters into an
     agreement, the consummation of that would result in the
     occurrence of a Change in Control; (ii) any person
     (including the Corporation) publicly announces an
     intention to take or to consider taking actions that once
     consummated would constitute a Change in Control; or
     (iii) the Board of Directors adopts a resolution to the
     effect that, for purposes of this Agreement, a Potential
     Change in Control has occurred.

     Section 2.  Agreement To Serve.  Indemnitee agrees to serve as
a director and/or officer of the Corporation for so long as
Indemnitee is duly elected or appointed or until the tender of
Indemnitee's written resignation.

     Section 3.  Indemnification. 

          (a)  The Corporation shall indemnify Indemnitee
     against all Expenses incurred by Indemnitee in connection
     with any Proceeding, except as otherwise provided in this
     Agreement.  The Corporation shall indemnify Indemnitee
     against all Resolution Costs incurred by Indemnitee in
     connection with any Proceeding other than a Proceeding by
     or in the right of the Corporation, except as otherwise
     provided in this Agreement.  However, no indemnification
     shall be made under this Section if and to the extent
     that such Expenses or Resolution Costs are:

               (i)   with respect to remuneration paid
          Indemnitee if it shall be determined by a
          final judgment or other final adjudication
          that such remuneration was in violation of
          law;

               (ii) on account of any suit in which
          judgment is rendered against Indemnitee for an
          accounting of profits made from the purchase
          and sale by Indemnitee of securities of the
          Corporation pursuant to the provisions of
          Section 16 of the Securities Exchange Act of
          1934 and amendments thereto;

               (iii) on account of Indemnitee's 
          conduct which is determined by a final
          judgment or other final adjudication to
          have been knowingly fraudulent,
          deliberately dishonest, or willful
          misconduct;

               (iv) on account of Indemnitee's conduct
          which is finally, affirmatively and
          unconditionally determined to have not been in
          good faith, to have not been believed by
          Indemnitee to have been in or not opposed to
          the best interests of the Corporation, or to
          have produced an unlawful personal benefit;
<PAGE>

               (v)  with respect to a criminal
          proceeding if the Indemnitee knew or
          reasonably should have known that Indemnitee's
          conduct was unlawful; or

               (vi) if a final decision by a court
          having jurisdiction in the matter shall
          determine that such indemnification is not
          lawful.

          (b)  In addition to any indemnification provided
     under Subsection 3(a) above, the Corporation shall
     indemnify Indemnitee against any Expenses or Resolution
     Costs incurred by Indemnitee, regardless of the nature of
     the Proceeding that Expenses and/or Resolution Costs were
     incurred, if the Expenses or Resolution Costs would have
     been covered, insured or reimbursed under any insurance
     policy in effect on the effective date of this Agreement
     or that become effective on any later date.

          (c)  It is the intent of this Agreement that, in
     addition to any indemnification provided under
     Subsections 3(a) and 3(b), the Corporation shall
     indemnify Indemnitee, to the fullest extent allowed by
     law as presently or hereafter enacted or interpreted,
     against any Expenses and Resolution Costs incurred by
     Indemnitee in connection with any Proceeding.  To the
     extent a change in, or in the implementation or
     interpretation of, the Michigan Business Corporation Act
     or the Federal Deposit Insurance Act (whether by statute,
     regulation, judicial decision or otherwise) permits
     greater indemnification, either by agreement or
     otherwise, than presently provided by law or this Agree-
     ment, it is the intent of the parties hereto that
     Indemnitee shall enjoy by this Agreement the greater
     benefits so afforded by such change.

          (d)  Without limiting Indemnitee's right to
     indemnification under any other provision of this
     Agreement, the Corporation shall indemnify Indemnitee in
     accordance with the provisions of this Subsection if
     Indemnitee is a party to or threatened to be made a party
     to or otherwise involved in any Proceeding by or in the
     right of the Corporation to procure a judgment in its
     favor by reason of the fact that Indemnitee was or is a
     director, officer, employee, or agent of the Corporation
     or Old Kent Bank or is or was serving at the request of
     the Corporation or Old Kent Bank as a director, officer,
     partner, trustee, employee, agent, or fiduciary of
     another foreign or domestic corporation, partnership,
     joint venture, trust, or other enterprise, whether for
     profit or not, against all Expenses and Resolution Costs
     incurred by Indemnitee, if it is determined that
     Indemnitee acted in good faith in a manner which
     Indemnitee reasonably believed to be in or not opposed to
     the best interests of the Corporation or its
     shareholders, except that no indemnification shall be
     made under this Subsection in respect of any claim,
     issue, or matter as to which Indemnitee shall have been
     adjudged to be liable to the Corporation in the
     performance of his duty to the Corporation unless, and
     only to the extent that, any court in which such
     Proceeding was brought shall determine upon application
     that, despite the adjudication of liability but in view
     of all the relevant circumstances, Indemnitee is fairly
     and reasonably entitled to indemnity, in which event
     indemnification shall be limited to reasonable expenses
     incurred.
<PAGE>

          (e)  Notwithstanding anything in this Agreement to
     the contrary, prior to a Change in Control, Indemnitee
     shall not be entitled to indemnification pursuant to this
     Agreement in connection with any Proceeding initiated by
     Indemnitee against the Corporation or any director,
     officer, employee, agent, or fiduciary of the Corporation
     (in such capacity) unless the Corporation has joined in
     or consented to the initiation of such Proceeding.

          (f)    Notwithstanding anything in this Agreement,
     no indemnification shall be paid in violation of Michigan
     or federal laws and regulations.  By way of illustration,
     but not limitation, it is acknowledged that as of the
     date of this Agreement such laws or regulations may
     prohibit  payment or reimbursement of Indemnitee for: (i)
     any civil money penalty or judgment resulting from any
     administrative or civil action instituted by any federal
     banking agency; or (ii) any other liability or expense
     with regard to any administrative proceeding or civil
     action instituted by any federal banking agency which
     results in a final order or settlement pursuant to which
     Indemnitee is assessed a civil money penalty, removed
     from office, or prohibited from participating in the
     conduct of the affairs of the Corporation or Old Kent
     Bank, or required to cease and desist from or take any
     affirmative action described in section 8(b) of the
     Federal Deposit Insurance Act with respect to the
     Corporation.

          (g)  With respect to an administrative proceeding or
     civil action initiated by any federal banking agency,
     indemnification shall not be paid if and to the extent
     that the payment of indemnification under this Agreement
     would materially and adversely affect the Corporation's
     safety and soundness.
     
     Section 4.  Payment Of Indemnification.

          (a)  The Corporation shall pay or reimburse
     Indemnitee all Expenses and Resolution Costs for which
     Indemnitee is entitled to indemnification under Section
     3, upon written demand for such payment or reimbursement
     from the Indemnitee, promptly if, when and to the extent
     that a determination has been made, or deemed to have
     been made, in the manner provided in this Section 4 that
     Indemnitee is entitled to indemnification under Section
     3.   

          (b)  A determination as to whether or not Indemnitee
     is entitled to indemnification shall be made, no later
     than 30 days after receipt by the Corporation of a
     written demand of Indemnitee for such payment or
     reimbursement, by:  (i) a majority vote of a quorum of
     directors who are not parties or threatened to be made
     parties to such Proceeding; (ii) if a quorum cannot be
     obtained under subsection (i), a majority vote of a
     committee of two or more directors, duly designated by
     the board, who are not parties or threatened to be made
     parties to such Proceeding; or (iii) if there are no
     directors who are not parties to the Proceeding,
     independent legal counsel selected by the board. If such
     determination is not referred to independent legal
     counsel, the board of directors, or committee provided in
     this subsection, shall be deemed to have made a
     determination that the Indemnitee is entitled to
     Indemnification under Section 3 and that the Expenses and
     Resolution Costs are reasonable, unless such board or
     committee determines, in writing and in unconditional
     terms, that indemnification is not allowed under Section
     3 of this Agreement or that a specified portion of such
     Expenses and Resolution Costs are not reasonable.
<PAGE>

          (c)  If a Change in Control (as defined in Section
     1(d)) has occurred, the determination made under Section
     4 shall be made by independent legal counsel and not the
     board of directors or a committee of the board of
     directors.  If there has been a Change in Control,
     independent legal counsel shall be selected by
     Indemnitee.  The Corporation shall pay the reasonable
     fees of the independent legal counsel and fully indemnify
     such counsel against any and all expense (including
     attorney fees), claims, liabilities, and damages arising
     out of or relating to this Agreement or its engagement
     pursuant thereto. 

          (d)  If the indemnification demand is referred to
     independent legal counsel under this Section 4, a
     determination as to whether or not Indemnitee is entitled
     to indemnification shall be made no later than 45 days
     after Indemnitee's initial demand to the Corporation. 
     Independent legal counsel shall be deemed to have made a
     determination that indemnification is allowed under
     Section 3 of this Agreement and that the Expenses and
     Resolution Costs are reasonable, unless within that time
     independent legal counsel presents to the Corporation's
     board of directors a written opinion stating in
     unconditional terms that Indemnitee is not entitled to
     indemnification under Section 3 of this Agreement or that
     a specified portion of such Expenses and Resolution Costs
     are not reasonable. 

          (e)  If the Corporation has not made a determination
     as to whether or not indemnification is allowed under
     Section 3 within the 30 day period (or 45 day period if
     referred to independent legal counsel) prescribed in
     Section 4, the Corporation, shall be deemed to have made
     a determination that Indemnitee is entitled to
     indemnification under Section 3 and that the Expenses and
     Resolution Costs are reasonable.

          (f)  The right to indemnification payments as
     provided by this Agreement shall be enforceable by
     Indemnitee in any court of competent jurisdiction.  The
     burden of proving that indemnification is not required or
     permitted by this Agreement shall be on the Corporation
     or on the person challenging the indemnification. 
     Neither the failure of the Corporation, including its
     board of directors, committees, or legal counsel to have
     made a determination prior to the commencement of any
     Proceeding that indemnification is proper, nor an actual
     determination by the Corporation, including its board of
     directors, committee, or independent legal counsel, that
     indemnification is not proper, shall bar an action by
     Indemnitee to enforce this Agreement or create a
     presumption that Indemnitee is not entitled to
     indemnification under this agreement.  If the board of
     directors, committee, or independent legal counsel
     determines in accordance with Section 4 above that
     Indemnitee would not be permitted to be indemnified in
     whole or in part, Indemnitee shall have the right to
     commence litigation in any court in the State of Michigan
     having subject matter jurisdiction thereof and in which
     venue is proper seeking an independent determination by
     the court or challenging any such determination by the
     board of directors, committee, or independent legal
     counsel, and the Corporation hereby consents to service
     of process and to appear in any such proceeding. 
     Expenses incurred by Indemnitee in connection with
     successfully establishing Indemnitee's right to
     indemnification, in whole or in part, shall also be paid
     or reimbursed by the Corporation.
<PAGE>

          (g)   Indemnitee shall not participate in any way in
     the board of directors' or committees' discussion and
     approval of indemnification under this Section 4. 
     However, Indemnitee may present Indemnitee's request to
     the board of directors and respond to any inquiries
     concerning Indemnitee's involvement in the circumstances
     giving rise to the administrative proceeding or civil
     action.  

     Section 5.     Payment or Reimbursement of Indemnitee in
                    Advance of Final Disposition.

          (a)  The Corporation shall pay or reimburse Indemnitee
          all Expenses incurred by Indemnitee in advance of final
          disposition of a Proceeding, within 30 days after receipt
          by the Corporation of a written request for such advance
          payment or reimbursement, if:

               (i)  Indemnitee has furnished the Corporation
               with a written affirmation of his or her good
               faith belief that he or she has met the
               applicable standard of conduct required of
               Indemnitee and for which the indemnification
               claim is based; and

               (ii) as of the date of such payment or
               reimbursement, a determination has not been
               made, in the manner provided in  Section 4 of
               this Agreement, that the facts then known to
               those making the determination would preclude
               indemnification under this Agreement.

          (b)  Indemnitee hereby undertakes that Indemnitee shall
          repay to the Corporation any amount advanced under this
          Agreement if an to the extent that it is ultimately
          determined that Indemnitee is not entitled to such
          indemnification.

     Section 6.  Establishment of Trust.  In the event of a Poten-
tial Change in Control of the Corporation, the Corporation shall,
upon written request by Indemnitee, create a trust for the benefit
of the Indemnitee and from time to time upon written request of
Indemnitee shall fund the trust in an amount sufficient to satisfy
any and all Expenses or Resolution Costs that may properly be
subject to indemnification under Section 3 above anticipated at the
time of each request.  The amount or amounts to be deposited in the
trust pursuant to this funding obligation shall be determined by a
majority vote of a quorum consisting of directors who are
Continuing Directors and not parties to the Proceeding or by the
Chief Executive Officer of the Corporation.  If all of those
individuals are parties to the Proceeding, the amount or amounts to
be deposited in the trust shall be determined by independent legal
counsel.  The terms of the trust shall provide that upon a Change
in Control (i) the trust shall not be revoked or the principal of
the trust fund invaded, without the written consent of the
Indemnitee; (ii) the trustee shall advance, within two (2) business
days of a request by the Indemnitee, any amount properly payable to
Indemnitee under Sections 4 or 5 of this Agreement; (iii) the trust
shall continue to be funded by the Corporation in accordance with
the funding obligation set forth above; (iv) the trustee shall
promptly pay to the Indemnitee all amounts that the Indemnitee
shall be entitled to indemnification pursuant to this Agreement or
otherwise; and (v) all unexpended funds in the trust shall revert
to the Corporation upon a final determination by a court of
competent jurisdiction that the Indemnitee has been fully
indemnified under the terms of this Agreement.  The trustee shall
be chosen by the party determining the initial funding of the trust
and shall be a national or state bank having a combined capital and
surplus of not less than $20,000,000.  At the time of each draw
from the trust fund, the Indemnitee shall provide the trustee with
a written request providing that Indemnitee undertakes to repay the
amount to the extent that it is ultimately determined that
Indemnitee is not entitled to  indemnification.  Any funds,
including interest or investment earnings, remaining in the trust
fund shall revert and be paid to the Corporation if (i) a Change in
Control has not occurred; and (ii) if the Board of Directors by
vote of a majority of a quorum consisting of Continuing Directors
determines that the circumstances giving rise to that particular
funding of the trust no longer exists.  Nothing in this section
shall relieve the Corporation of any of its obligations under this
Agreement.  
<PAGE>

     Section 7.  Partial Indemnification; Successful Defense.  If
Indemnitee is entitled under any provision of this Agreement to
indemnification, or advance payment or reimbursement by the
Corporation for some portion of the Expenses or Resolution Costs
incurred by Indemnitee, but not for the total amount, the
Corporation shall nevertheless indemnify Indemnitee or advanced
payment or reimbursement for the portion of such Expenses or
Resolution Costs to which Indemnitee is entitled.  Notwithstanding
any other provision of this Agreement, to the extent that
Indemnitee has been successful on the merits or otherwise in
defense of any or all claims relating in whole or in part to a
Proceeding or in defense of any issue or matter therein, including
dismissal without prejudice, Indemnitee shall be indemnified
against all Expenses and Resolutions Costs incurred in connection
with such Proceeding.

     Section 9.  Consent to Settlement.  Unless and until a Change
in Control has occurred, the Corporation shall not be liable to
indemnify Indemnitee under this Agreement for any amounts paid in
settlement of any Proceeding made without the Corporation's written
consent.  The Corporation shall not settle any Proceeding in any
manner that would impose any penalty or limitation on Indemnitee or
involve an admission of illegal conduct without Indemnitee's
written consent.  Neither the Corporation nor the Indemnitee will
unreasonably withhold their consent to any proposed settlement.

     Section 10.  Severability.  If this Agreement or any portion
hereof (including any provision within a single section,
subsection, or sentence) shall be held to be invalid, void, or
otherwise unenforceable on any ground by any court of competent
jurisdiction, the Corporation shall nevertheless indemnify
Indemnitee as to any Expenses or Resolution Costs with respect to
any Proceeding to the full extent permitted by law or any
applicable portion of this Agreement that shall not have been
invalidated, declared void, or otherwise held to be unenforceable.

     Section 11.  Indemnification Hereunder Not Exclusive.  The
indemnification provided by this Agreement shall be in addition to
any other rights to which Indemnitee may be entitled under the
Articles of Incorporation or Bylaws of the Corporation, any
agreement, any vote of shareholders or disinterested directors, the
Michigan Business Corporation Act, the Federal Deposit Insurance
Act, or otherwise, both as to actions in Indemnitee's official
capacity and as to actions in another capacity while holding such
office.

     Section  12.  No Presumption.  For purposes of this Agreement,
the termination of any claim, action, suit, or proceeding, by
judgment, order, settlement (whether with or without court
approval), conviction, or upon a plea of nolo contendere, or its
equivalent, shall not create a presumption that Indemnitee did not
meet any particular standard of conduct or have any particular
belief or that a court has determined that indemnification is not
permitted by applicable law.
<PAGE>

     Section  13.  Liability Insurance. If the Corporation
maintains an insurance policy or policies providing directors' and
officers' liability insurance, Indemnitee shall be covered by the
policy or policies to the maximum extent of the coverage available
for any director or officer of the Corporation. Indemnitee may be
covered by the policy or policies whether or not the Corporation
would have the power to indemnify him or her against liability
under Sections 561 to 565 of the Michigan Business Corporation Act.

     Section  14.  Subrogation.  In the event of payment under this
Agreement, the Corporation shall be subrogated to the extent of
such payment to all of the rights of recovery of Indemnitee, who
shall execute all documents reasonably required and shall take all
reasonable actions necessary to secure such rights, including the
execution of such documents necessary to enable the Corporation to
effectively bring suit to enforce such rights.

     Section 15.  No Duplication of Payments.  The Corporation
shall not be liable under this Agreement to make any payment to the
extent Indemnitee has otherwise actually received payment (under
any insurance policy, Bylaw, or otherwise) of the amounts otherwise
indemnifiable hereunder.

     Section  16.  Notice.  Any notice or other communication
required under this Agreement shall be in writing and delivered or
sent by postage prepaid first class mail, as follows:

     If to the Corporation:

     Old Kent Financial Corporation
     One Vandenberg Center
     111 Lyon Street, N.W.
     Grand Rapids, Michigan 49503
     
     Attention:     Corporate Secretary (or to any other
                    individual or address that the Corporation
                    designates in writing to Indemnitee) 

     If to Indemnitee:

     Addressed to the address provided in this Agreement or
     such other address as Indemnitee may designate by written
     notice to the Corporation.

Notice shall be deemed received three days after the date
postmarked if properly addressed. The Corporation may designate any
other address in writing to Indemnitee.
<PAGE>

     Section 17.  Counterparts.  This Agreement may be executed in
any number of counterparts, each of which shall constitute an
original, and all of which taken together shall constitute a single
document.

     Section 18.  Continuation of Indemnification.  The
indemnification rights provided to Indemnitee under this Agreement
shall continue after Indemnitee has ceased to be a director,
officer, employee, agent, or fiduciary of the Corporation or any
other foreign or domestic corporation, partnership, joint venture,
trust, or other enterprise, whether for profit or not, in which
Indemnitee served in any such capacity at the request of the
Corporation.

     Section 19.  Successors and Assigns.  This Agreement shall be
binding upon and inure to the benefit of the parties hereto, and
their respective successors and assigns, including any direct or
indirect successor by purchase, merger, consolidation, or otherwise
to all or substantially all of the business or assets of the
Corporation, and spouses, heirs, administrators and personal and
legal representatives of Indemnitee.

     Section 20.  Applicable Law.  This Agreement shall be governed
by and construed in accordance with the laws of the State of
Michigan applicable to contracts made and to be performed in such
state without giving effect to the principles of conflicts of laws,
and the federal laws of the United States of America.

     Section 21.  Period of Limitations.  No legal action shall be
brought and no cause of action shall be asserted by or on behalf of
the Corporation or any affiliate of the Corporation against
Indemnitee, Indemnitee's spouse, heirs, administrators or personal
or legal representatives after the expiration of one (1) year from
the date of accrual of the cause of action, and any claim or cause
of action of the Corporation or its affiliate shall be extinguished
and deemed released unless asserted by the timely filing of a legal
action within the one (1) year period; provided, however, that if
any shorter period of limitations is otherwise applicable to any
cause of action the shorter period shall govern.
<PAGE>

     Section 22.  Amendments; Waiver.  No supplement, modification,
or amendment of this Agreement shall be binding unless executed in
writing by both of the parties hereto or, in the case of waiver, by
the party against whom the waiver is asserted.  No waiver of any of
the provisions of this Agreement shall be deemed or shall
constitute a waiver of any other provisions hereof (whether or not
similar) nor shall such waiver constitute a continuing waiver.

     The parties have executed this Agreement as of the date stated
in the first paragraph of the Agreement.

                                   Old Kent Financial Corporation


                                   By                            

                                      
Its__________________________________

                                   
                                   Indemnitee


                                                                 

                                   Address:

                                   ____________________________________

                                   ____________________________________