EXHIBIT 10.6

                             1995-1 AMENDMENT
                                    TO
                                 OLD KENT
                     EXECUTIVE RETIREMENT INCOME PLAN


          This is an amendment, effective July 1, 1995, by Old Kent
Financial Corporation ("OKFC").


                           W I T N E S S E T H :


          WHEREAS, OKFC amended and restated the Old Kent Executive
Retirement Income Plan ("plan") effective January 1, 1989, and amended the
plan effective August 16, 1993;

          NOW, THEREFORE, OKFC amends Section 6.2(d) of the plan to read
as follows:

     (d)  LUMP-SUM ELECTION.  If the Participant elects a lump-sum payment,
the Participant's benefit shall be distributed in a single payment.  The
amount of the lump sum shall be the actuarially equivalent present value of
the Participant's benefit payable at the Normal Retirement Date.  The lump-
sum benefit shall be determined in the manner provided under the Old Kent
Retirement Income Plan as in effect on the date the Participant's
employment terminates.  Effective July 1, 1995, the lump-sum election must
be made, signed, and filed with the Administrator while the Participant is
an Employee and at least thirty days before termination of employment.  A
lump-sum election made under the terms of the plan in effect prior to
July 1, 1995, may be waived in the same manner, subject to the same time
limit.  Only one election or waiver of a prior lump-sum election may be
made after July 1, 1995.  The election waiver shall be irrevocable and may
not be altered, amended, or otherwise changed or canceled in any manner or
for any reason after it is made.  If not waived after July 1, 1995, in the
specified manner and within the specified time limit, any prior lump-sum
election or waiver shall remain in force, subject to the two-year time
period requirement, if applicable.

          A lump-sum election may not be made by a beneficiary and any
lump-sum election shall be void if the Participant dies before the first
day of the month following the date the Participant's employment
terminates.  If the Participant fails to make a valid lump-sum election,
or properly waives a previous election, the Participant's benefit shall
be paid as specified in (a), (b), (c), or (e).





          IN WITNESS WHEREOF, this amendment is executed this 19TH day of
JUNE, 1995.

                              OLD KENT FINANCIAL CORPORATION


                              By /S/ MARTIN J. ALLEN, JR.
                                     Martin J. Allen, Jr.
                                 Its SR. VICE PRESIDENT & SECRETARY