EXHIBIT 10.19

              AMENDMENT TO EXECUTIVE STOCK OPTION PLAN OF 1986

                      OLD KENT FINANCIAL CORPORATION

                            RESOLUTIONS OF THE
                            BOARD OF DIRECTORS

                             February 17, 1997


AMENDMENT OF EXECUTIVE STOCK
OPTION PLAN OF 1986 AND STOCK
OPTION INCENTIVE PLAN OF 1992

     WHEREAS, the Personnel Committee recommends certain amendments to the
Corporation's Executive Stock Option Plan of 1986 (the "1986 Plan") and
Stock Option Incentive Plan of 1992 (the "1992 Plan") to allow certain
stock options and stock appreciation rights to be transferred and to make
certain technical changes to conform such plans to the revised securities
laws;

     IT IS THEREFORE RESOLVED, that Section 4(a) of the 1986 Plan is
amended in its entirety to read as follows:

          (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 Stock Option Plan Committee.  The
     Committee shall consist of at least two members of the Board and
     all of its members shall be "non-employee directors" as defined
     in Rule 16b-3 issued under the Securities Exchange Act of 1934,
     as amended and as in effect from time to time.

     FURTHER RESOLVED, that Section 11 of the 1986 Plan is amended in its
entirety to read as follows:

          11.  RESTRICTIONS ON TRANSFERABILITY.

          (a)  GENERAL.  Options and Stock Appreciation Rights may be
     transferred to a nominee ("Nominee"), provided, that as a
     condition to any such transfer the transferee must execute a
     written agreement permitting the Corporation to withhold from the
     shares subject to the Option or Stock Appreciation Right a number
     of shares or cash, as applicable, having a market value at least
     equal to the amount of any federal, state or local withholding or
     other taxes associated with or resulting from the exercise of the
     Option or Stock Appreciation Right.  Permissible transfers to a
     Nominee must be approved by the Committee and may include, but
     are not necessarily limited to, transfers to the Participant and
     the Participant's spouse as joint tenants with right of

     survivorship, transfers to a revocable grantor trust established
     by the Participant, transfers to a family limited partnership, or
     other acceptable transfers as may be approved by the Committee.
     All provisions of an Option or Stock Appreciation Right which are
     determined with reference to the Participant, including without
     limitation those which refer to the Participant's employment with
     the Corporation or its Subsidiaries, shall continue to be
     determined with reference to the Participant after any transfer
     of an Option or Stock Appreciation Right.

          (b)  OTHER RESTRICTIONS.  The Committee may impose other
     restrictions on any shares of Common Stock acquired pursuant to
     the exercise of an Option under the Plan as the Committee deems
     advisable, including, without limitation, restrictions under
     applicable federal or state securities laws.

     FURTHER RESOLVED, that the terms of all outstanding Options previously
awarded under the 1986 Plan and the 1992 Plan may be amended accordingly.
































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