Exhibit 4(e)
OLD KENT FINANCIAL CORPORATION
Stock Option Plan
For Holders of Unexercised Options
Under the CFSB Bancorp, Inc.
1994 Stock Option and Incentive Plan
and the
CFSB Bancorp, Inc. 1990 Stock Option Plan
Old Kent Financial Corporation ("Old Kent") is a party to a certain Agreement and Plan of
Merger between CFSB Bancorp, Inc., Old Kent Financial Corporation and OKFC Acquisition
Corporation dated February 24, 1999, as amended (the "Plan of Merger"), pursuant to which
OKFC Acquisition Corporation, a wholly owned subsidiary of Old Kent, will be merged (the
"Merger") with and into CFSB Bancorp, Inc. ("CFSB").
CFSB has previously issued certain stock options under the CFSB Bancorp, Inc. 1994
Stock Option and Incentive Plan (the "1994 CFSB Plan") and the CFSB Bancorp, Inc. 1990
Stock Option Plan (the "1990 CFSB Plan" and, together with the 1994 CFSB Plan, the "CFSB
Plans"). Pursuant to the Plan of Merger, both of the CFSB Plans will be terminated and each
stock option previously issued and outstanding under the CFSB Plans immediately prior to the
Merger (each, an "Unexercised Option") will become an option to purchase that number of shares
of Old Kent common stock, $1 par value per share ("Old Kent Common Stock"), equal to the
number of shares of CFSB common stock, $0.01 par value per share ("CFSB Common Stock"),
subject to such Unexercised Option multiplied by the Exchange Ratio, as provided in the Plan of
Merger (the "Exchange Ratio"), rounded to the nearest whole share of Old Kent Common Stock,
subject to such adjustments as are provided for in the Plan of Merger.
Old Kent has agreed to honor such options according to their terms, and to register such
options and the shares of Old Kent Common Stock to be issued upon their exercise with the
Securities and Exchange Commission. This Stock Option Plan has been adopted by Old Kent's
Board of Directors for the purpose of fulfilling those obligations.
1. Establishment of Plan. Old Kent hereby establishes this Stock Option Plan for
Holders of Unexercised Options Under the CFSB Bancorp, Inc. 1994 Stock Option and Incentive
Plan and the CFSB Bancorp, Inc. 1990 Stock Option Plan (the "Plan") for the benefit of persons
who were holders of stock options of CFSB issued pursuant to the CFSB Plans and who have had
their options converted into options ("Options") to purchase shares of Old Kent Common Stock
pursuant to the Plan of Merger. The Options will be held pursuant to the terms and conditions set
forth herein. This Plan shall be known as the Old Kent Financial Corporation Stock Option Plan
for Holders of Unexercised Options Under the CFSB Bancorp, Inc. 1994 Stock Option and
Incentive Plan and the CFSB Bancorp, Inc. 1990 Stock Option Plan.
2. Purpose of the Plan. The purposes of the Plan are to fulfill the conditions of
Section 2.7 of the Plan of Merger and to preserve the availability of pooling of interests
accounting for the Merger. This Plan shall on all occasions be interpreted, construed, and
implemented in a manner consistent with those purposes.
3. Incorporation of CFSB Plans by Reference. The CFSB Plans are hereby
assumed, adopted and incorporated in their entirety herein by reference and shall be deemed
continued by Old Kent, subject to the following:
A. References to "CFSB" or "Corporation" in the CFSB Plans and option
agreements entered into pursuant thereto shall refer to Old Kent.
B. The number of shares of Old Kent Common Stock subject to this Plan shall
be equal to the aggregate number of shares of Old Kent Common Stock which would have been
received if all holders of Unexercised Options outstanding at the effective time of the Merger had
exercised such options in their entirety immediately prior to the effective time of the Merger.
C. The Acquisition Committee of Old Kent's Board of Directors shall
administer the Plan.
D. Other than as necessary to accomplish the conversion of Unexercised
Options under the CFSB Plans into Options under this Plan, no Options or other awards shall be
granted under this Plan.
4. Eligibility. Employees and directors of CFSB and its affiliates who are holders of
Unexercised Options issued under the CFSB Plans shall be the only persons entitled to receive or
hold Options under this Plan.
5. Assumption of Unexercised Options. If and when the Merger becomes
effective, each existing Unexercised Option held by employees of CFSB is hereby assumed and
shall become an Option to purchase Old Kent Common Stock under this Plan and continue
according to its terms. Each such Unexercised Option shall become, at the effective time, an
Option to purchase that number of shares of Old Kent Common Stock equal to the number of
shares of CFSB Common Stock subject to such Unexercised Option multiplied by the Exchange
Ratio, rounded to the nearest whole share. The exercise price per share under the Option shall be
equal to the exercise price per share of the CFSB Common Stock that was purchasable under
each Unexercised Option, divided by the Exchange Ratio (rounded to the nearest whole cent).
In addition, if necessary so as not to constitute a modification, extension or renewal of the
option within the meaning of Section 424 of the Internal Revenue Code, each Unexercised Option
that is an "incentive stock option" as defined in Section 422 of the Internal Revenue Code shall be
adjusted as required by Section 424 of the Internal Revenue Code and the regulations issued
thereunder.
6. Effective Date of Plan. This Plan shall take effect at the effective time of the
Merger.
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