Exhibit 99.3

                        FIRST EVERGREEN CORPORATION
                            3101 W. 95TH STREET
                      EVERGREEN PARK, ILLINOIS  60805
                              (708) 422-6700

                 NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
                     TO BE HELD ON ____________, 1998

     Notice is hereby given that the Special Meeting of Stockholders (the
"Special Meeting") of First Evergreen Corporation ("First Evergreen") will
be held at _:__ _.m., local time, on ___________, 1998, at ____________
________, located at __________________,  __________, Illinois.

     A proxy card and a Prospectus and Proxy Statement for the Special
Meeting are enclosed.  The Special Meeting is for the purpose of
considering and acting upon:

     1.   The adoption of the Agreement and Plan of Merger, dated as of
          April 21, 1998, between First Evergreen and Old Kent Financial
          Corporation ("Old Kent"), pursuant to which First Evergreen will
          merge with and into Old Kent (the "Merger") and each share of
          First Evergreen common stock will be converted into 32.0312
          shares of Old Kent common stock, as more fully described in the
          accompanying Prospectus and Proxy Statement; and

     2.   Such other matters as may properly come before the Special
          Meeting or any adjournments or postponements thereof.

     The Board of Directors is not aware of any other business to come
before the Special Meeting.  Action may be taken on the foregoing proposals
at the Special Meeting on the date specified above, or on any date or dates
to which the Special Meeting may be adjourned or postponed.  Stockholders
of record at the close of business on _________, 1998 are the stockholders
entitled to vote at the Special Meeting, and any adjournments or
postponements thereof.

     Each holder of record of First Evergreen common stock may have the
right to dissent from the Merger and demand payment of the fair value of
his or her shares in cash in the event the Merger is consummated, provided
that the holder strictly complies with the requirements of Section 262 of
the Delaware General Corporation Law.  The full text of Section 262 is set
forth in Appendix D to the accompanying Prospectus and Proxy Statement.
For a summary of the requirements of Section 262, see "APPRAISAL RIGHTS" in
the accompanying Prospectus and Proxy Statement.

     You are requested to complete and sign the enclosed proxy, which is
solicited on behalf of the Board of Directors, and to mail it promptly in



the enclosed envelope.  The proxy will not be used if you attend and vote
at the Special Meeting in person.

                              By Order of the Board of Directors,


                              Stephen M. Hallenbeck
                              SECRETARY

Evergreen Park, Illinois
__________, 1998
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     IMPORTANT:  THE PROMPT RETURN OF PROXIES WILL SAVE FIRST
     EVERGREEN THE EXPENSE OF FURTHER REQUESTS FOR PROXIES. A SELF-
     ADDRESSED ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE. NO POSTAGE
     IS REQUIRED IF MAILED WITHIN THE UNITED STATES.
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