OLD KENT FINANCIAL CORPORATION

                    EXECUTIVE STOCK OPTION PLAN OF 1986

                       (As Amended, August 21, 1995)


     1.   Purposes.  The purposes of this Plan are to encourage stock
ownership by, key management employees of Old Kent Financial Corporation
(the Corporation") and its Subsidiaries, to thereby provide an additional
incentive for such employees to expand and improve the profits and
prosperity of the Corporation and its Subsidiaries, and to assist the
Corporation and its Subsidiaries in attracting and retaining key personnel
through the grant of (1) Options to purchase shares of the Corporation's
Common Stock and (2) Stock Appreciation Rights related to those Options.  It
is not intended that Options granted under this Plan will qualify as
incentive stock options as defined in Section 422A of the Internal Revenue
Code of 1954 as amended and as enacted by the Economic Recovery Tax Act of
1981.


     2.   Definitions.  The following terms are defined for use herein as
follows unless otherwise required by the context:

          (a)  "Board" means the Board of Directors of the
     Corporation.

          (b)  "Committee" means the Personnel Committee of the
     Board, or the 1986 Executive Stock Option Plan Committee if one
     is appointed by the Board to administer the Plan.

          (c)  "Common Stock" means the Common Stock of the
     Corporation, par value $1.00.

          (d)  "Consensual Severance" means the voluntary
     termination of all employment by the Participant with the
     Corporation or any of its Subsidiaries which the Committee
     determines to be in the best interests of the Corporation.

          (e)  "Corporation" means Old Kent Financial Corporation,
     a Michigan corporation.

          (f)  "Market Value" means the last sale price of the
     Common Stock as reported on the NASDAQ National Market System on
     the day preceding the date on which the particular Option or
     Stock Appreciation Right is granted, or, if the last sale price
     of shares of Common Stock is not so reported on that date, then
     a fair market value determined by the Committee by any
     reasonable method selected by it in good faith.

          (g)  "Option" means a right to purchase Common Stock
     granted pursuant to the Plan.

          (h)  "Option Agreement" means an agreement evidencing
     Options as provided in Section 7 of the Plan.

          (i)  "Option Price" means the purchase price for Common
     Stock under an Option, as determined pursuant to Section 6
     below.

          (j)  "Participant" means an employee of the Corporation,
     or of any Subsidiary of the Corporation, to whom an Option is
     granted under the Plan.

          (k)  "Plan" means this 1986 Executive Stock Option Plan
     of the Corporation as in effect from time to time.

          (l)  "Retirement" means the voluntary termination of all
     employment by the Participant after the Participant has attained
     55 years of age and completed 10 years of service with the
     Corporation or any of its Subsidiaries.

          (m)  "Stock Appreciation Right" shall mean a right to
     receive cash or Common Stock granted pursuant to Section 8 and
     Section 9 of the Plan.

          (n)  "Subsidiary" shall mean a subsidiary corporation of
     the Corporation, as defined in Section 425 of the Internal
     Revenue Code of 1954, as amended.


    3.    Shares.

          (a)  The total number of shares of Common Stock which may
     be sold under the Plan shall not exceed 500,000 shares, except
     that the total number of shares which may be sold under the Plan
     may be increased to the extent of adjustments authorized by
     Section 13.  Such shares shall be authorized shares and may be
     either unissued shares or treasury shares.

          (b)  If an option granted under the Plan shall expire or
     terminate for any reason (other than pursuant to the exercise of
     a stock appreciation right) without having been exercised in
     full, the shares not delivered under such option shall be
     available for options subsequently granted.


    4.    Administration.

          (a)  The Plan shall be administered by the Personnel
     Committee of the Board or, alternatively at the option of the
     Board, the Board may appoint a 1986 Executive Stock Option Plan
     Committee consisting of not less than three nor more than five
     members to administer the Plan.  No Committee member shall be or
     shall have been eligible to participate in either the Plan or
     any similar plan of the Corporation or any of its affiliates
     entitling the participants therein to acquire stock, stock
     options or stock appreciation rights of the Corporation or of
     any of its affiliates, either at the time of his appointment to
     the Committee or within the year prior to his appointment to the
     Committee.

          (b)  The Committee shall determine the employees to be
     granted Options or Stock Appreciation Rights, the amount of
     stock to be optioned to each employee, the quantity of Stock
     Appreciation Rights to be granted to each employee, and the
     terms of the Options and Stock Appreciation Rights to be
     granted.  The Committee shall have full power and authority to
     interpret the provisions of the Plan, to supervise the
     administration of the Plan and to adopt forms and procedures for
     the administration of the Plan.  All determinations made by the
     Committee shall be final and conclusive.

          (c)  The granting of any Option or Stock Appreciation
     Right pursuant to this Plan shall be entirely within the
     discretion of the Committee.  Nothing herein contained shall be
     construed to give any officer or employee any right to
     participate under this Plan or to receive any Option or Stock
     Appreciation Right under the Plan.

          (d)  The expenses of administering this Plan shall be
     borne by the Corporation.


     5.   Eligibility.  The Committee may grant Options and/or Stock
Appreciation Rights to any key management employee (including an employee
who is a director or an officer) of the Corporation or its Subsidiaries with
the Committee determining whether a given individual is eligible to
participate in the Plan.  An employee who has been granted an Option or
Stock Appreciation Right under the Plan or any other stock option or stock
appreciation right plan of the Corporation may be granted additional Options
and/or Stock Appreciation Rights.  Options and Stock Appreciation Rights may
be awarded by the Committee at any time and from time to time to new
Participants, or to then Participants, or to a greater or lesser number of
Participants, and may include or exclude previous Participants, as the
Committee shall determine.


     6.   Option Price.  The purchase price for Common Stock under each
Option shall be 100% of Market Value of the Common Stock at the time the
Option is granted, or such other purchase price as may be determined by the
Committee.

     7.  Terms and Conditions of Options.  Each Option shall be evidenced
by a written Option Agreement containing such terms and conditions,
consistent with the provisions of this Plan, as are set by the Committee,
including without limitation the following:

          (a)  Number of Shares.  Each Option Agreement shall state
     the number of shares to which it pertains.  The number of shares
     to which a participant is entitled under an Option Agreement
     shall be reduced by the number of Stock Appreciation Rights
     (described in Section 8 and Section 9 below) related to the
     Option that have been previously exercised by the Participant.

          (b)  Option Price.  Each Option Agreement shall state the
     Option Price.

          (c)  Time of Payment.  The exercise price for each share
     purchased pursuant to an option granted under the Plan shall be
     payable in full upon exercise, with the medium provided for in
     Section 7(d) or, where applicable, Section 7(e).

          (d)  Payment With Cash.  The exercise price shall be paid
     in cash as further described in Section 7(g) below, unless
     otherwise provided for in Section 7(e).

          (e)  Payment With Stock or Other Consideration.  The
     Committee shall have discretion to grant Options which permit
     payment of the exercise price in whole or in part with shares of
     Common Stock of the Corporation or in other consideration
     equivalent to cash.  Shares of Common Stock delivered in payment
     of the exercise price shall be valued at the last sale price of
     the Common Stock as reported on the NASDAQ National Market
     System on the day preceding the date of exercise, or, if the
     last sale price of shares of Common Stock is not so reported on
     that date, then at a fair market value determined by the
     Committee by any reasonable method selected by it in good faith.

          (f)  Duration and Limits on Exercise of Options.  Each
     option shall be exercisable in whole or in part in such amounts
     and at or after such dates as may be specified in the Option
     Agreement.  In no event, however, shall any option be
     exercisable after the expiration of ten (10) years from the date
     of grant.  The Committee may in its discretion require a
     participant to continue his service with the Corporation or its
     Subsidiaries for a certain length of time prior to the Option
     becoming exercisable.  Unless otherwise provided in the Option
     Agreement an option shall be deemed outstanding until it either
     expires or is exercised in full.  No Option may be exercised for
     a fractional share of Common Stock.

          (g)  Manner of Exercise of Options.  Options shall be
     exercised by the delivery of written notice to the Corporation
     setting forth the number of shares of Common Stock with respect
     to which the Option is to be exercised, together with cash,
     certified check, bank draft or postal or express money order
     payable to the order of the Corporation for an amount equal to
     the Option Price of such shares of Common Stock, or if the terms
     of the Option Agreement permit, by exchanging shares of Common
     Stock owned by the Participant, so long as the exchanged shares
     of Common Stock plus cash (or certified check) paid, if any,
     have a total Market Value equal to the Exercise Prices for the
     shares of Common Stock to be acquired upon exercise of the
     Option.  The written notice will also specify the address to
     which the certificates for the shares are to be mailed. 
     Whenever an Option is exercised by exchanging shares of Common
     Stock owned by the Participant, the Participant shall deliver to
     the Corporation certificates registered in the name of such
     Participant representing a number of shares of Common Stock
     legally and beneficially owned by such Participant, free of all
     liens, claims, and encumbrances of every kind, accompanied by
     stock powers duly endorsed in blank by the record holder of the
     shares represented by such certificates.  Such notice may be
     delivered in person to the Secretary of the Corporation, or may
     be sent by registered mail, return receipt requested, to the
     Secretary of the Corporation, in which case delivery shall be
     deemed made on the date such notice is deposited in the mail. 
     As promptly as practicable after receipt of such written
     notification and payment, the Corporation shall deliver to the
     Participant certificates for the number of shares of Common
     Stock with respect to which such Option has been so exercised,
     issued in the Participant's name; provided, that such delivery
     shall be deemed effected for all purposes when a stock transfer
     agent of the Corporation shall have deposited such certificates
     in the United States mail, addressed to the Participant, at the
     address specified pursuant to this Section 6(g).

          (h)  Committee Discretion.  Option Agreements need not
     contain provisions identical to or similar to other Option
     Agreements.  The Committee may, in its discretion, vary among
     Participants and among Options granted to the same Participant
     any and all of the terms and conditions of Options granted under
     the Plan, including the term during which and the amounts in
     which and dates at or after which such Options may be exercised.


     8.   Stock Appreciation Rights.  The Committee may grant Stock
Appreciation Rights to individuals granted related Options under the Plan. 
A Stock Appreciation Right may be granted simultaneously with or subsequent
to the Option to which the right is related, but each Stock Appreciation
Right must relate to a particular Option.  In exchange for the surrender in
whole or in part of the right to exercise the related Option to purchase
shares of Common Stock, the exercise of a Stock Appreciation Right shall
entitle a Participant to an amount equal to the appreciation in value of the
shares to which the related option right is being surrendered pursuant to
such exercise.  Such appreciation in value shall be equal to the excess of
the Market Value of such shares at the time of the exercise of the Stock
Appreciation Right over the Option Price of such shares.  Upon the exercise
of a Stock Appreciation Right, payment by the Corporation may be made in
cash, in shares of Common Stock or partly in cash and partly in shares of
Common Stock.  If payment is made in shares of Common Stock, such shares
shall be valued at their Market Value as of the date of surrender of the
right to exercise the Option.  The Committee shall have discretion to
determine the form of payment made by the Corporation upon the exercise of a
Stock Appreciation Right.


     9.   Terms and Conditions of Stock Appreciation Rights.  The grant of
Stock Appreciation Rights shall be evidenced by written agreements (which
may also be Option Agreements) containing such terms and conditions,
consistent with the provisions of this Plan, as the Committee shall from
time to time determine.  Stock Appreciation Rights shall be exercisable in
whole or in part in such amounts and at or after such dates as may be
specified in the agreement; provided, however, that Stock Appreciation
Rights may be exercised only when the related Option could be exercised and
only when the Market Value of the Common Stock subject to the Option exceeds
the Option Price.  In no event, however, shall any Stock Appreciation Right
be exercisable after the expiration of ten years from the date of grant. 
The Committee may in its discretion require a Participant to continue his
service with the Corporation and its Subsidiaries for a certain length of
time prior to the Stock Appreciation Rights becoming exercisable.  Unless
otherwise provided in the written agreement, a Stock Appreciation Right
shall be deemed outstanding until it either expires or is exercised in full. 
As described above in Section 7(h) with respect to Options, the Committee
may also vary, among the Participants and among Stock Appreciation Rights
granted to the same Participant, any and all of the terms and conditions of
Stock Appreciation Rights granted under the Plan.


     10.  No Rights as Shareholder.  A Participant shall have none of the
rights of a shareholder until shares of Common Stock are issued to him, and
no adjustment will be made for dividends or other rights for which the
record date is prior to the date such stock certificate is issued.



     11.  Transferability of Options and Stock Appreciation Rights. 
Options granted to Participants under this Plan may not be transferred
except by will or the laws of descent and distribution.  During the lifetime
of the Participant to whom granted, Options may be exercised only by the
Participant, his guardian or legal representative.  Stock Appreciation
Rights shall not be assignable or transferable under any circumstances and
shall be exercised only by the Participant to whom granted.  To assure
compliance with applicable federal and state securities laws, the
Corporation may legend any certificate representing shares issued pursuant
to the exercise of an Option or Stock Appreciation Right with an appropriate
restrictive legend, and may also issue appropriate stop transfer
instructions to its transfer agent with respect to such shares.


     12.  Termination of Employment.  If a Participant terminates
employment with the Corporation or its Subsidiary, for any reason other than
the Participant's Consensual Severance, Retirement, death, disability or
termination for cause, he may exercise his Options or Stock Appreciation
Rights in accordance with their terms for a period of three months after
such termination of employment unless such Option or Stock Appreciation
Right earlier expires by its terms, but only to the extent the Participant
was entitled to exercise the Options or Stock Appreciation Rights on the
date of termination.  For purposes of the Plan: (a) a transfer of an
employee from the Corporation to any Subsidiary; (b) a leave of absence,
duly authorized in writing by the Corporation, for military service or for
any other purpose approved by the Corporation if the period of such leave
does not exceed 90 days; and (c) a leave of absence in excess of 90 days,
duly authorized in writing by the Corporation, provided the employee's right
to reemployment is guaranteed either by statute or contract, shall not be
deemed a termination of employment.  For purposes of the Plan, termination
of employment shall be considered to occur on the date on which the employee
is no longer obligated to perform services for the Corporation or any of its
Subsidiaries and the employee's right to reemployment is not guaranteed
either by statute or contract, regardless of whether the employee continues
to receive compensation from the Corporation or any of its Subsidiaries
after such date.

     If a Participant ceases to be employed by the Corporation or one of
its Subsidiaries due to Consensual Severance, the Committee may, in its sole
discretion, permit the Participant to exercise his Options or Stock
Appreciation Rights in accordance with their terms and to the extent that
the Participant was entitled to exercise the Options or Stock Appreciation
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 three years after the
date of termination or the dates on which such Options or Stock Appreciation
Rights expire by their terms.

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

          If a Participant ceases to be employed by the Corporation or one
of its Subsidiaries due to the Participant's disability, he may exercise his
Option or Stock Appreciation Right in accordance with its terms, for one
year after such event unless such Option or Stock Appreciation Right earlier
expires by its terms, but only to the extent that the Participant was
entitled to exercise the Option or Stock Appreciation Right on the date of
such event.

          If a Participant dies either while an employee of the
Corporation or within three months after the termination of his employment
other than for cause or within one year of termination by reason of
disability, the Options and Stock Appreciation Rights issued to such
Participant shall be exercisable in accordance with their terms by the
personal representative of such Participant or other successor to the
interest of the Participant for a period of one year after such
Participant's death to the extent that the Participant was entitled to
exercise the Option or Stock Appreciation Right on the date of death or
termination of employment, whichever first occurred.

          If a Participant's employment is terminated for cause, the
Participant shall have no further right to exercise any Option or Stock
Appreciation Right previously granted him.

          Nothing in the Plan or in any Option or Stock Appreciation Right
shall interfere with or limit in any way the right of the Corporation or its
Subsidiaries to terminate a Participant's employment at any time, nor confer
upon any Participant any right to continue in the employ of the Corporation
or any Subsidiaries.


     13.  Changes in the Corporation's Capital Structure.  The existence
of outstanding Options shall not affect in any way the right or power of the
Corporation or its shareholders to make or authorize any or all adjustments,
recapitalizations, reorganizations or other changes in the Corporation's
capital structure or its business, or any merger or consolidation of the
Corporation, or any issue of bonds, debentures, preferred or prior
preference stock ahead of or affecting the Common Stock or the rights
thereof, or the dissolution or liquidation of the Corporation, or any sale
or transfer of all or any part of its assets or business, or any other
corporate act or proceeding, whether of a similar character or otherwise.

          If the Corporation shall effect a subdivision or consolidation
of shares or other capital readjustment, the payment of a stock dividend,
the distribution of a stock split, or other increase or reduction of the
number of shares of the Common Stock outstanding, without receiving
compensation therefor in money, services or property, then (a) the number,
class, and per share price of shares of stock subject to outstanding Options
hereunder shall be appropriately adjusted in such a manner as to entitle a
Participant to receive upon exercise of an Option, for the same aggregate
cash consideration, the same total number and class of shares as he would
have received had he exercised his Option in full immediately prior to the
event requiring the adjustment; and (b) the number and class of shares then
reserved for issuance under the Plan shall be adjusted by substituting for
the total number and class of shares of Common Stock then reserved that
number and class of shares of stock that would have been received by the
owner of an equal number of outstanding shares of each class of Common Stock
as the result of the event requiring the adjustment.

          After a merger of one or more corporations into the Corporation,
or after a consolidation of the Corporation and one or more corporations in
which the Corporation shall be the surviving corporation, each holder of an
outstanding Option shall, at no additional cost, be entitled upon exercise
of such Option to receive in lieu of the number and class of shares as to
which such Option would have been so exercisable in the absence of such
event, the number and class of shares of stock or other securities to which
such holder would have been entitled pursuant to the terms of the agreement
of merger or consolidation if, immediately prior to such merger or
consolidation, such holder had been the holder of record of the number and
class of shares of Common Stock equal to the number of shares as to which
such Option was exercisable.

          If the Corporation is merged into or consolidated with another
corporation under circumstances where the Corporation is not the surviving
corporation, or if the Corporation is liquidated, or sells or otherwise
disposes of substantially all its assets to another corporation while
unexercised Stock Appreciation Rights remain outstanding under the Plan,
each holder of an unexpired Stock Appreciation Right shall be provided with
appropriate written notice of such merger, consolidation, liquidation or
sale which shall state that each holder of an unexpired Stock Appreciation
Right shall have the right to exercise such Stock Appreciation Right in full
(without regard to limitations imposed pursuant to Section 8 or 9 hereof)
during a 30-day period preceding the effective date of such merger,
consolidation, liquidation or sale.

          If the Corporation is merged into or consolidated with another
corporation under circumstances where the Corporation is not the surviving
corporation, or if the Corporation is liquidated, or sells or otherwise
disposes of substantially all its assets to another corporation while
unexercised Options remain outstanding under the Plan, all outstanding
Options may be canceled by the Board as of the effective date of any such
merger, consolidation, liquidation or sale provided that written notice of
such cancellation shall be given to each holder of an Option which states
that each holder of an unexpired Option shall have the right to exercise
such Option in full (without regard to limitations imposed pursuant to
Section 7 hereof) during a 30-day period preceding the effective date of
such merger, consolidation, liquidation or sale.

          In the event all outstanding Options are not canceled, the Board
may nonetheless waive any limitations so that, from and after a date prior
to the effective date of such merger, consolidation, liquidation or sale (as
the case may be) specified by the Board, all Options shall be exercisable in
full.  In the event all outstanding Options are not canceled by the Board
and the Corporation is merged into or consolidated with another corporation
under circumstances where the Corporation is not the surviving corporation,
or if the Corporation is liquidated, or sells or otherwise disposes of
substantially all its assets to another corporation while unexercised
Options remain outstanding under the Plan, after the effective date of such
merger, consolidation, liquidation or sale, as the case may be, the Options
shall survive and each holder of an outstanding Option shall be entitled,
upon exercise of such Option, to receive, in lieu of shares of Common Stock,
shares of such stock, other securities and/or such other consideration as
the holders of shares of Common Stock received pursuant to the terms of the
merger, consolidation, liquidation or sale.

          Except as hereinbefore expressly provided, the issue by the
Corporation of shares of stock of any class, or securities convertible into
shares of stock of any class, for cash or property, or for labor or services
either upon direct sale or upon the exercise of rights or warrants to
subscribe therefor, or upon conversion of shares or obligations of the
Corporation convertible into such shares or other securities, shall not
affect, and no adjustment by reason thereof shall be made with respect to,
the number, class or price of shares of Common Stock then subject to
outstanding Options. 


     14.  Tax Withholding.  The Corporation or a Subsidiary shall make
such provisions as it shall deem appropriate for the withholding of any
taxes determined to be required to be withheld in connection with the grant
or exercise of Options or Stock Appreciation Rights under the Plan.  As a
condition to the issuance of shares of Common Stock pursuant to the Plan,
Participants must authorize the Corporation to withhold in accordance with
applicable law from any regular cash compensation payable to him any taxes
required to be withheld by the Corporation under federal, state or local law
as a result of his exercise of an Option or Stock Appreciation Right. 
Alternatively, the delivery of certificates upon the exercise of Options or
Stock Appreciation Rights may, in the discretion of the Committee, be
conditioned upon payment to the Corporation by the person exercising such
Option or Stock Appreciation Right of the amount, determined by the
Corporation, of any tax liability of the Corporation resulting from such
exercise.  Such provision may include, with the Committee's consent,
withholding of or delivery of shares of Common Stock valued at the same time
and in the same manner as the shares giving rise to the withholding
obligation.

     15.  Indemnification.  Each person who is or shall have been a member
of the Committee shall be indemnified and held harmless by the Corporation
from and against any cost, liability or expense imposed or incurred in
connection with such person's or the Committee's taking or failing to take
any action under the Plan to the full extent permitted by the Corporation's
Articles of Incorporation and Bylaws.  Each such person shall be justified
in relying on information furnished in connection with the Plan's
administration by any appropriate person or persons.  This right of
indemnification shall inure to the benefit of the heirs, executors, or
administrators of each such member of the Committee and shall be in addition
to all other rights to which such member of the Committee may be entitled as
a matter of law, contract, or otherwise.


     16.  Limitation on Actions.  Every right of action by or on behalf of
the Corporation or by any shareholder against any past, present or future
member of the Board or Committee or against any officer or employee of the
Corporation arising out of or in connection with this Plan shall,
irrespective of the place where action may be brought and irrespective of
the place of residence of any such director, member, officer or employee,
cease and be barred by the expiration of three years from whichever is the
later of (a) the date of the act or omission in respect of which such right
of action arises or (b) the first date upon which there has been made
generally available to shareholders an annual report of the Corporation and
a proxy statement for the annual meeting of shareholders following the
issuance of such annual report, which annual report and proxy statement
alone or together set forth, for the related period, the aggregate number of
shares for which Options were granted and the aggregate number of Stock
Appreciation Rights granted; and any and all right of action by an executive
(past, present or future) against the Corporation arising out of or in
connection with this Plan shall, irrespective of the place where action may
be brought, cease and be barred by the expiration of three years from the
date of the act or omission in respect of which such right of action arises.


     17.  Applicability of Plan to Non-Plan Options and Stock Appreciation
Rights.  This Plan shall not affect the terms and conditions of any stock
options or stock appreciation rights heretofore or hereafter granted to any
employee of the Corporation or any Subsidiary under any other option plan or
stock appreciation rights plan.


     18.  Listing and Registration of Shares.  Each Option and Stock
Appreciation Right shall be subject to the requirement that the Committee
may determine, in its discretion, that the listing, registration or
qualification of the shares covered thereby upon any securities exchange or
under any federal or state law or the consent or approval of any
governmental regulatory body is necessary or desirable as a condition of, or
in connection with, the granting of such Option or Stock Appreciation Right
or the issue or purchase of shares thereunder, such Option or Stock
Appreciation Right may not be exercised in whole or in part unless and until
such listing, registration, qualification, consent or approval shall have
been effected or obtained free of any conditions not acceptable to the
Committee.


     19.  Effective Date of Plan.  This Plan shall take effect on March 1,
1986, subject to approval by the shareholders of the Corporation at the 1986
Annual Meeting of Shareholders or any adjournment thereof or at a Special
Meeting of Shareholders.  options and Stock Appreciation Rights granted
hereunder shall not be exercisable prior to such shareholder approval and
shall expire should the shareholders fail to approve the Plan by August 1,
1986.  Unless earlier terminated by the Board of Directors, the Plan shall
terminate on March 1, 1996.  No option shall be granted under this Plan
after such date.


     20.  Law Applicable.  This Plan and all determinations made and
actions taken pursuant to this Plan shall be governed by the laws of
Michigan and construed accordingly.


     21.  Termination and Amendment.  The Committee may terminate or
suspend the Plan at any time, or may from time to time amend the Plan as it
deems proper and in the best interests of the Corporation, provided that no
such amendment may materially increase either the benefits to Participants
under the Plan or the number of shares that may be issued under the Plan,
materially modify the eligibility requirements, reduce the Option Price
(except pursuant to adjustments under Section 13) or impair any outstanding
Option or Stock Appreciation Right.