EXHIBIT 1Purchase Agreement • November 15th, 1995 • Old Kent Financial Corp /Mi/ • State commercial banks • Michigan
UNDERWRITING AGREEMENTUnderwriting Agreement • August 14th, 1998 • Old Kent Financial Corp /Mi/ • State commercial banks • New York
Title: 6-5/8% Subordinated Notes due November 15, 2005 Rank: Subordinated Current ratings: S&P - A-; Moody's - Baal Interest rate or formula: 6-5/8% per annum Interest Payment Dates: May 15 and November 15, commencing May 15, 1996 Regular Record...Terms Agreement • November 15th, 1995 • Old Kent Financial Corp /Mi/ • State commercial banks
We understand that Old Kent Financial Corporation (the "Company") proposes to issue and sell $100,000,000.00 aggregate principal amount of its 6-5/8% Subordinated Notes due November 15, 2005 (the "Offered Securities"). The Underwriters named below, severally and not jointly, offer to purchase, subject to the terms and provisions of the above referenced Purchase Agreement, which is incorporated herein in its entirety and made a part hereof, to purchase the principal amount of Offered Securities set forth opposite their respective names.
EXHIBIT 1(a) $___________________________ OLD KENT CAPITAL TRUST [II, III, OR IV] [________%] [VARIABLE RATE] SUBORDINATED CAPITAL INCOME SECURITIES (LIQUIDATION AMOUNT $_________ PER SECURITY) UNDERWRITING AGREEMENTOld Kent Financial Corp /Mi/ • July 20th, 1998 • State commercial banks • New York
EXHIBIT 1.3 [Warrants Units] OLD KENT FINANCIAL CORPORATION UNDERWRITING AGREEMENTUnderwriting Agreement • August 14th, 1998 • Old Kent Financial Corp /Mi/ • State commercial banks • New York
EXHIBIT 4.5Old Kent Financial Corp /Mi/ • March 5th, 1997 • State commercial banks
EXHIBIT 10.24Executive Severance Agreement • March 15th, 1999 • Old Kent Financial Corp /Mi/ • State commercial banks
EXHIBIT 4Rights Agreement • January 22nd, 1997 • Old Kent Financial Corp /Mi/ • State commercial banks • Michigan
EXHIBIT 4Rights Agreement • December 31st, 1998 • Old Kent Financial Corp /Mi/ • State commercial banks • Michigan
Execution Copy THE TRANSFER OF THIS AGREEMENT IS SUBJECT TO CERTAIN PROVISIONS CONTAINED HEREIN AND TO RESALE RESTRICTIONS UNDER THE SECURITIES ACT OF 1933, AS AMENDED STOCK OPTION AGREEMENT, dated as of November 20, 2000 (the "Agreement"), by and...Stock Option Agreement • November 21st, 2000 • Old Kent Financial Corp /Mi/ • State commercial banks • New York
DEPOSIT AGREEMENT _________________Deposit Agreement • August 14th, 1998 • Old Kent Financial Corp /Mi/ • State commercial banks • New York
EXHIBIT 2.2Stock Option Agreement • April 24th, 1998 • Old Kent Financial Corp /Mi/ • State commercial banks • Michigan
EXHIBIT 1(c) [______%] [FLOATING RATE] JUNIOR SUBORDINATED DEFERRABLE INTEREST DEBENTURES SERIES [II, III, OR IV] PURCHASE AGREEMENT THIS [_____%] [FLOATING RATE] JUNIOR SUBORDINATED DEFERRABLE INTEREST DEBENTURES SERIES [II, III OR IV] PURCHASE...Purchase Agreement • July 20th, 1998 • Old Kent Financial Corp /Mi/ • State commercial banks • New York
OFOld Kent Financial Corp /Mi/ • July 20th, 1998 • State commercial banks
EXHIBIT 4.7Guarantee Agreement • March 4th, 1998 • Old Kent Financial Corp /Mi/ • State commercial banks • New York
EXHIBIT 2.1 CONFORMED COPY AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • February 26th, 1999 • Old Kent Financial Corp /Mi/ • State commercial banks • Michigan
BETWEENAgreement and Plan of Merger • March 22nd, 1999 • Old Kent Financial Corp /Mi/ • State commercial banks • Michigan
GUARANTEE AGREEMENTGuarantee Agreement • July 20th, 1998 • Old Kent Financial Corp /Mi/ • State commercial banks • New York
EXHIBIT 4.4Old Kent Financial Corp /Mi/ • March 5th, 1997 • State commercial banks
andWarrant Agreement • August 14th, 1998 • Old Kent Financial Corp /Mi/ • State commercial banks
EXHIBIT 1(b) COMMON SECURITIES PURCHASE AGREEMENT THIS COMMON SECURITIES PURCHASE AGREEMENT ("Agreement"), dated as of __________, _____, is by and between OLD KENT CAPITAL TRUST [II, III, or IV], a Delaware statutory business trust (the "Trust"), and...Common Securities Purchase Agreement • July 20th, 1998 • Old Kent Financial Corp /Mi/ • State commercial banks • New York
Exhibit 2.2 to Form 8-K/9-10-99 EXHIBIT 2.2 STOCK OPTION AGREEMENT THIS STOCK OPTION AGREEMENT (the "Agreement") is made as of September 9, 1999, by and between OLD KENT FINANCIAL CORPORATION, a Michigan corporation ("Grantee"), and GRAND PREMIER...Stock Option Agreement • September 13th, 1999 • Old Kent Financial Corp /Mi/ • State commercial banks • Michigan
EXHIBIT 10.21 EXECUTIVE SEVERANCE AGREEMENT As of February 28, 1998, each of the following officers have entered into an Executive Severance Agreement identical to the form of Executive Severance Agreement that is incorporated by reference from...Executive Severance Agreement • March 4th, 1998 • Old Kent Financial Corp /Mi/ • State commercial banks
As of February 28, 1998, each of the following officers have entered into an Executive Severance Agreement identical to the form of Executive Severance Agreement that is incorporated by reference from Exhibit 10.18 of the Company's Form 8-K filed March 5, 1997:
andAgreement and Plan of Merger • November 21st, 2000 • Old Kent Financial Corp /Mi/ • State commercial banks • New York
EXHIBIT 2.2 STOCK OPTION AGREEMENT This Stock Option Agreement (the "AGREEMENT") is made as of March 18, 1999, by and between Old Kent Financial Corporation, a Michigan corporation ("GRANTEE"), and Pinnacle Banc Group, Inc., an Illinois corporation...2 Stock Option Agreement • March 22nd, 1999 • Old Kent Financial Corp /Mi/ • State commercial banks • Michigan
EXHIBIT 10(p) OLD KENT FINANCIAL CORPORATION RESTRICTED STOCK AGREEMENT This Restricted Stock Agreement is made as of June 20, 1994, between OLD KENT FINANCIAL CORPORATION ("Old Kent") and ROBERT H. WARRINGTON ("Employee"). Old Kent has awarded...Restricted Stock Agreement • February 23rd, 1996 • Old Kent Financial Corp /Mi/ • State commercial banks
EXHIBIT 10.25 INDEMNITY AGREEMENT As of February 28, 1999, each of the following directors have entered into an Indemnity Agreement identical to the form of Indemnity Agreement that is incorporated by reference from Exhibit 10(c) of the Company's Form...Indemnity Agreement • March 15th, 1999 • Old Kent Financial Corp /Mi/ • State commercial banks
As of February 28, 1999, each of the following directors have entered into an Indemnity Agreement identical to the form of Indemnity Agreement that is incorporated by reference from Exhibit 10(c) of the Company's Form 10-Q Quarterly Report for the fiscal quarter ended June 30, 1997:
EXHIBIT 3 Old Kent Financial Corporation ISSUER to Bankers Trust Company TRUSTEE SUBORDINATED INDENTURE _________________ Dated as of November 1, 1995 Subordinated Debt Securities OLD KENT FINANCIAL CORPORATION Reconciliation and tie between Trust...Old Kent Financial Corp /Mi/ • November 15th, 1995 • State commercial banks • New York
EXHIBIT 4.4Registration Rights Agreement • April 30th, 1997 • Old Kent Financial Corp /Mi/ • State commercial banks • New York
OLD KENT, FIFTH THIRD SIGN AGREEMENTS FOR SIX BANKING CENTERSOld Kent Financial Corp /Mi/ • March 23rd, 2001 • State commercial banks
Grand Rapids, Michigan -- Fifth Third Bancorp and Old Kent Financial Corporation have signed definitive agreements for the sale of six banking centers to Chemical Financial Corporation affiliates and 1st Source Bank. The divestitures of these banking centers is required as a condition to the regulatory approval of the Fifth Third/Old Kent merger.
EXHIBIT 10(q)Restricted Stock Agreement • February 23rd, 1996 • Old Kent Financial Corp /Mi/ • State commercial banks
OKFC Form 8-K 3-2-2000 Exhibit 10.25 EXHIBIT 10.25 EXECUTIVE SEVERANCE AGREEMENTExecutive Severance Agreement • March 2nd, 2000 • Old Kent Financial Corp /Mi/ • State commercial banks
Exhibit 2.2 to Form 8-K EXHIBIT 2.2 STOCK OPTION AGREEMENT This Stock Option Agreement (the "Agreement") is made as of July 29, 1999, by and between Old Kent Financial Corporation, a Michigan corporation ("Grantee"), and Merchants Bancorp, Inc., a...Stock Option Agreement • August 2nd, 1999 • Old Kent Financial Corp /Mi/ • State commercial banks • Michigan
OKFC Form 8-K 3-2-2000 Exhibit 10.24 EXHIBIT 10.24 EXECUTIVE SEVERANCE AGREEMENTExecutive Severance Agreement • March 2nd, 2000 • Old Kent Financial Corp /Mi/ • State commercial banks
EXHIBIT 99.3Old Kent Financial Corp /Mi/ • April 30th, 1997 • State commercial banks • New York
