Registration No. 33-____________
===========================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
OLD KENT FINANCIAL CORPORATION
(Exact name of issuer as specified in its charter)
__________________
MICHIGAN 38-1986608
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification number)
One Vandenberg Center, Grand Rapids, Michigan 49503
(Address of principal executive offices, zip code)
OLD KENT DEFERRED COMPENSATION PLAN
(Full title of the plan)
ALBERT T. POTAS Copies to: GORDON R. LEWIS
SENIOR VICE PRESIDENT WARNER NORCROSS & JUDD LLP
AND CONTROLLER 900 OLD KENT BUILDING
OLD KENT FINANCIAL CORPORATION 111 LYON STREET, N.W.
ONE VANDENBERG CENTER GRAND RAPIDS, MICHIGAN 49503-2487
GRAND RAPIDS, MICHIGAN 49503-2487
(Name and address of agent for service)
(616) 771-1931
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
TITLE OF PROPOSED MAXIMUM PROPOSED MAXIMUM
SECURITIES TO BE AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
REGISTERED REGISTERED PER UNIT OFFERING PRICE REGISTRATION FEE
DEFERRED $3,000,000 N.A. $3,000,000.00 $909.10
COMPENSATION
OBLIGATIONS
Page 1
===========================================================================
INCORPORATION OF DOCUMENTS BY REFERENCE
TO PRIOR REGISTRATION STATEMENT
This Registration Statement is filed for the purpose of
registering $3,000,000 of additional Deferred Compensation Obligations by
Old Kent Financial Corporation (the "Registrant") for use in connection
with the Old Kent Deferred Compensation Plan. In accordance with General
Instruction E to Form S-8, the Registrant incorporates by reference the
contents of the Registrant's Registration Statement on Form S-8, file No.
33-52885, filed on March 30, 1994.
EXHIBITS SCHEDULE
Exhibit
5 Opinion of Counsel
23(a) Consent of Independent Public Accountants
23(b) Consent of Counsel (Contained in the Opinion filed as Exhibit 5
to this Registration Statement)
24 Powers of Attorney
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of
the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Grand Rapids, State of Michigan,
on the 23rd day of January, 1997.
OLD KENT FINANCIAL CORPORATION
By /S/ ALBERT T. POTAS
Albert T. Potas
Senior Vice President and Controller
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated:
SIGNATURE TITLE DATE
/S/ JOHN M. BISSELL Director January 23, 1997
John M. Bissell
/S/ JOHN D. BOYLES Director January 23, 1997
John D. Boyles
/S/ DICK DEVOS Director January 23, 1997
Dick DeVos
/S/ JAMES P. HACKETT Director January 23, 1997
James P. Hackett
/S/ ERINA HANKA Director January 23, 1997
Erina Hanka
__________________________ Director ________, 1997
Earl D. Holton
/S/ MICHAEL J. JANDERNOA Director January 23, 1997
Michael J. Jandernoa
/S/ JOHN P. KELLER Director January 23, 1997
John P. Keller
SIGNATURE TITLE DATE
__________________________ Director ________, 1997
William U. Parfet
__________________________ Director ________, 1997
Percy A. Pierre, Ph.D.
/S/ ROBERT L. SADLER Director January 23, 1997
Robert L. Sadler
/S/ PETER F. SECCHIA Director January 23, 1997
Peter F. Secchia
/S/ B. P. SHERWOOD, III Executive Vice President, January 23, 1997
B. P. Sherwood, III. Treasurer and Director
(Principal Financial
Officer)
/S/ DAVID J. WAGNER President, Chief Executive January 23, 1997
David J. Wagner Officer and Director
(Principal Executive
Officer)
/S/ ALBERT T. POTAS Senior Vice President and January 23, 1997
Albert T. Potas Controller (Principal
Accounting Officer)
*By /S/ ALBERT T. POTAS January 23, 1997
Albert T. Potas
Attorney-in-Fact
EXHIBIT LIST
PAGE
NUMBER
5 Opinion of Counsel --
23(a) Consent of Independent Public Accountants --
23(b) Consent of Counsel (Contained in the Opinion filed as
Exhibit 5 to this Registration Statement) --
24 Powers of Attorney --