OLD NATIONAL BANCORP /IN/, S-3/A, 1997-07-09

OLD NATIONAL BANCORP /IN/
S-3/A, 1997-07-09
NATIONAL COMMERCIAL BANKS

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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 9, 1997
REGISTRATION NO. 333-29433
========================================================================

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

--------------------------

PRE-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

--------------------------

OLD NATIONAL BANCORP
(Exact name of registrant as specified in its charter)

INDIANA 35-1439838
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)

420 MAIN STREET, EVANSVILLE, INDIANA 47708, (812) 464-1434
-------------------------------------------------------------
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)

Jeffrey L. Knight, Esq., Corporate Secretary & General Counsel
Old National Bancorp, 420 Main Street, Evansville, Indiana 47708
(812) 464-1363 (Agent for Service)
-----------------------------------------------------------------
(Name, address, including zip code, and telephone number,
including area code, of agent for service)

Copies to:
Timothy M. Harden, Esq. J. Jeffrey Brown, Esq.
Nicholas J. Chulos, Esq. Baker & Daniels
Krieg DeVault Alexander & Capehart 300 North Meridian Street, Suite 2700
One Indiana Square, Suite 2800 Indianapolis, Indiana 46204-1782
Indianapolis, Indiana 46204-2017 (317) 237-0300
(317) 636-4341

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
FROM TIME TO TIME OR AT ONE TIME AFTER THE EFFECTIVE DATE OF
THE REGISTRATION STATEMENT.

If the only securities being registered on this Form are to be offered
pursuant to dividend or interest reinvestment plans, please check the
following box [ ].

If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box [X].

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering [ ].

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering [ ].

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box [X].

--------------------------

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION
8(A), MAY DETERMINE.

<PAGE>

INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THAT THE REGISTRATION STATEMENT
BECOMES EFFECTIVE. THIS PROSPECTUS SUPPLEMENT SHALL NOT CONSTITUTE AN OFFER TO
SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THE
SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF
ANY SUCH STATE.

SUBJECT TO COMPLETION, DATED JULY 10, 1997

PROSPECTUS SUPPLEMENT

(To Prospectus dated , 1997)

$150,000,000
OLD NATIONAL BANCORP
[ONB LOGO]
MEDIUM-TERM NOTES
DUE NINE MONTHS OR MORE FROM DATE OF ISSUE
____________________________

Old National Bancorp (the "Company") may offer from time to time up
to $150,000,000 aggregate initial offering price of its Medium-Term Notes Due
Nine Months or More from Date of Issue (the "Notes"). Such aggregate initial
offering price is subject to reduction as a result of the sale by the Company
of other Debt Securities described in the accompanying Prospectus. Each Note
will mature on any day nine months or more from the date of issue, as
specified in the applicable pricing supplement hereto (each, a "Pricing
Supplement"), and may be subject to redemption at the option of the Company or
repayment at the option of the Holder thereof, in each case, in whole or in
part, prior to its Stated Maturity Date, if specified in the applicable
Pricing Supplement. Each Note will be denominated and payable in United
States dollars. The Notes will be issued in minimum denominations of $1,000
and in integral multiples of $1,000 in excess thereof, unless otherwise
specified in the applicable Pricing Supplement.

SEE "RISK FACTORS" COMMENCING ON PAGE S-3 FOR A DISCUSSION OF CERTAIN
RISKS THAT SHOULD BE CONSIDERED IN CONNECTION WITH AN INVESTMENT IN THE NOTES
OFFERED HEREBY.

----------------------------

THESE SECURITIES ARE NOT SAVINGS OR DEPOSIT ACCOUNTS OR OTHER OBLIGATIONS OF
ANY BANK OR NON-BANK AFFILIATE OF THE COMPANY AND ARE NOT INSURED BY THE
FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT, THE PROSPECTUS OR ANY
PRICING SUPPLEMENT HERETO. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------
Agent's Discounts
Price to Public (1) and Commissions (1)(2) Proceeds to Company (1)(3)
- ------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>>
Per Note. . . . . . 100% .125% - .750% 99.875% - 99.250%
Total . . . . . . . $150,000,000 $187,500 - $1,125,000 $149,812,500 - $148,875,000
- ------------------------------------------------------------------------------------------------------
</TABLE>

(1) NatCity Investments, Inc. (the "Agent"), may utilize its reasonable
efforts on an agency basis to solicit offers to purchase the Notes at
100% of the principal amount thereof, unless otherwise specified in
the applicable Pricing Supplement. The Agent may also purchase
Notes, as principal, from the Company for resale to investors and
other purchasers at varying prices relating to prevailing market
prices at the time of resale as determined by the Agent or, if so
specified in the applicable Pricing Supplement, for resale at a fixed
offering price. Unless otherwise specified in the applicable Pricing
Supplement, any Note sold to the Agent as principal will be purchased
by the Agent at a price equal to 100% of the principal amount thereof
less a percentage of the principal amount equal to the commission
applicable to an agency sale (as described below) of a Note of
identical maturity. The Company will pay a commission to the Agent,
ranging from .125% to .750% of the principal amount of a Note,
depending upon its stated maturity, sold through the Agent.
Commissions with respect to Notes with stated maturities in excess of
30 years that are sold through the Agent will be negotiated between
the Company and the Agent at the time of such sale. See "PLAN OF
DISTRIBUTION."

(2) The Company has agreed to indemnify the Agent against, and in certain
instances to provide contribution with respect to, certain
liabilities, including liabilities under the Securities Act of 1933,
as amended. See "PLAN OF DISTRIBUTION."

(3) Before deducting expenses payable by the Company estimated at
$360,000.

-------------------

The Notes are being offered from time to time on a continuing basis
by the Company to or through the Agent. Unless otherwise specified in the
applicable Pricing Supplement, the Notes will not be listed on any securities
exchange. There is no assurance that the Notes offered hereby will be sold
or, if sold, that there will be a secondary market for the Notes or liquidity
in the secondary market if one develops. The Company reserves the right to
cancel or modify the offer made hereby without notice. The Company or the
Agent, if it solicits an offer on an agency basis, may reject any offer to
purchase Notes in whole or in part. See "PLAN OF DISTRIBUTION."

NatCity Investments, Inc.

-------------------

THE DATE OF THIS PROSPECTUS SUPPLEMENT IS , 1997.
<PAGE>

The Company may issue Notes that bear interest at fixed rates ("Fixed
Rate Notes") or at floating rates ("Floating Rate Notes"). The applicable
Pricing Supplement will specify whether a Floating Rate Note is a Regular
Floating Rate Note, a Floating Rate/Fixed Rate Note or an Inverse Floating
Rate Note and whether the rate of interest thereon is determined by reference
to one or more of the CD Rate, the CMT Rate, the Commercial Paper Rate, the
Eleventh District Cost of Funds Rate, the Federal Funds Rate, LIBOR, the Prime
Rate or the Treasury Rate (each, an "Interest Rate Basis"), or any other
interest rate basis or formula, as adjusted by any Spread and/or Spread
Multiplier. Interest on each Floating Rate Note will accrue from its date of
issue and, unless otherwise specified in the applicable Pricing Supplement,
will be payable monthly, quarterly, semiannually or annually in arrears, as
specified in the applicable Pricing Supplement, and on the Maturity Date.
Unless otherwise specified in the applicable Pricing Supplement, the rate of
interest on each Floating Rate Note will be reset daily, weekly, monthly,
quarterly, semiannually or annually, as specified in the applicable Pricing
Supplement. Interest on each Fixed Rate Note will accrue from its date of
issue and, unless otherwise specified in the applicable Pricing Supplement,
will be payable semiannually in arrears on February 15 and August 15 of each
year and on the Maturity Date. The Company may also issue Discount Notes,
Indexed Notes and Amortizing Notes (as hereinafter defined). See "DESCRIPTION
OF NOTES."

The interest rate, or formula for the determination of the interest
rate, if any, applicable to each Note and any other variable terms thereof
will be established by the Company on the date of issue of such Note and will
be specified in the applicable Pricing Supplement. Interest rates or formulas
and other terms of Notes are subject to change by the Company, but no such
change will affect any Note previously issued or as to which an offer to
purchase has been accepted by the Company.

Each Note will be issued in book-entry form (a "Book-Entry Note") or
in fully registered certificated form (a "Certificated Note"), as specified in
the applicable Pricing Supplement. Each Book-Entry Note will be represented
by one or more fully registered global securities (the "Global Securities")
deposited with or on behalf of The Depository Trust Company (or such other
depositary identified in the applicable Pricing Supplement) (the "Depository")
and registered in the name of the Depository or the Depository's nominee.
Interests in the Global Securities will be shown on, and transfers thereof
will be effected only through, records maintained by the Depository (with
respect to its participants) and the Depository's participants (with respect
to beneficial owners). Except in limited circumstances, Book-Entry Notes will
not be exchangeable for Certificated Notes.

CERTAIN PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN TRANSACTIONS THAT
STABILIZE, MAINTAIN OR OTHERWISE AFFECT THE PRICE OF THE NOTES. SUCH
TRANSACTIONS MAY INCLUDE THE PURCHASE OF NOTES PRIOR TO THE PRICING OF THE
OFFERING FOR THE PURPOSE OF MAINTAINING THE PRICE OF THE NOTES, THE PURCHASE
OF NOTES FOLLOWING THE PRICING OF THE OFFERING TO COVER A SHORT POSITION IN
THE NOTES OR FOR THE PURPOSE OF MAINTAINING THE PRICE OF THE NOTES. SUCH
TRANSACTIONS MAY HAVE THE EFFECT OF MAINTAINING THE PRICE OF NOTES AT A HIGHER
LEVEL THAN MIGHT EXIST IF SUCH STABILIZATION HAD NOT OCCURRED. FOR A
DESCRIPTION OF THESE ACTIVITIES, SEE "PLAN OF DISTRIBUTION."

S-2
<PAGE>

RISK FACTORS

This Prospectus Supplement does not describe all of the risks of an
investment in any Notes, whether resulting from such Notes being determined by
reference to one or more interest rate or other indices or formulas, or
otherwise. The Company and the Agent disclaim any responsibility to advise
prospective investors of such risks as they exist at the date of this
Prospectus Supplement or as they change from time to time. Prospective
investors should consult their own financial and legal advisors as to the
risks entailed by an investment in such Notes and the suitability of investing
in the Notes in light of their particular circumstances. Such Notes are not
an appropriate investment for investors who are unsophisticated with respect
to transactions involving the applicable interest rate index or other indices
or formulas. Prospective investors should carefully consider, among other
factors, the matters described below.

STRUCTURE RISKS

An investment in Notes indexed as to principal, premium, if any,
and/or interest, if any, to one or more interest rate or other indices or
formulas, either directly or inversely, entails significant risks that are not
associated with similar investments in a conventional fixed rate or floating
rate debt security. Such risks include, without limitation, the possibility
that such indices or formulas may be subject to significant changes, that no
interest will be payable with respect to such Notes or will be payable at a
rate lower than one applicable to a conventional fixed rate or floating rate
debt security issued by the Company at the same time, that repayment of the
principal and/or premium, if any, in respect to such Notes may occur at times
other than that expected by the Holders (as defined in the accompanying
Prospectus), and that the Holders could lose all or a substantial portion of
principal and/or premium, if any, payable with respect to such Notes on the
Maturity Date (as defined under "DESCRIPTION OF NOTES--General"). Such risks
depend on a number of independent and interrelated factors, including
economic, financial and political events, over which the Company has no
control. Additionally, if the formula used to determine the amount of
principal, premium, if any, and/or interest, if any, payable in respect to
such Notes contains a multiplier or leverage factors, the effect of any change
in the applicable index or indices or formula or formulas will be magnified.
In recent years, values of certain indices and formulas have been highly
volatile and such volatility may be expected to continue in the future.
Fluctuations in the value of any particular index or formula that have
occurred in the past are not necessarily indicative, however, of fluctuations
that may occur in the future.

Any optional redemption feature of Notes might affect the market
value of such Notes. Since the Company may be expected to redeem such Notes
when prevailing interest rates are relatively low, Holders generally would not
be able to reinvest the redemption proceeds in a comparable security at an
effective interest rate as high as the current interest rate on such Notes.

The Notes will not have an established trading market when issued,
and there can be no assurance of a secondary market for the Notes or of the
liquidity of the secondary market if one develops. See "PLAN OF
DISTRIBUTION."

S-3
<PAGE>

The secondary market, if any, for the Notes will be affected by a
number of factors independent of the creditworthiness of the Company and the
applicable index or indices or formula or formulas, including the complexity
and volatility of each such index or formula, the method of calculating the
principal, premium, if any, and/or interest, if any, with respect to such
Notes, the time remaining to the maturity of such Notes, the outstanding
amount of such Notes, any redemption features of such Notes, the amount of
other debt securities linked to such index or formula and the level, direction
and volatility of market interest rates generally. Such factors also will
affect the market value of such Notes. In addition, certain Notes may be
designed for specific investment objectives or strategies and, therefore, may
have a more limited secondary market and experience more price volatility than
conventional debt securities. Holders may not be able to sell such Notes
readily or at prices that will enable them to realize their anticipated yield.
No investor should purchase Notes unless such investor understands and is able
to bear the risk that such Notes may not be readily saleable, that the value
of such Notes will fluctuate over time and that such fluctuations may be
significant.

CREDIT RATINGS

The credit ratings assigned to this medium-term note program do not
reflect the potential impact of all risks related to structure and other
factors on the value of the Notes. Accordingly, prospective investors should
consult their own financial and legal advisors as to the risks entailed by an
investment in the Notes and the suitability of investing in such Notes in
light of their particular circumstances.

DESCRIPTION OF NOTES

The Notes will be issued as a series of Debt Securities under an
Indenture, dated as of , 1997, as amended, supplemented or modified
from time to time (the "Indenture"), between the Company and Bank One, NA,
as trustee (together with any successor in such capacity, the "Trustee"). The
Indenture is subject to, and governed by, the Trust Indenture Act of 1939, as
amended. The following summary of certain provisions of the Notes and the
Indenture does not purport to be complete and is qualified in its entirety by
reference to the actual provisions of the Notes and the Indenture. Capitalized
terms used but not otherwise defined herein have the meanings given to them in
the accompanying Prospectus, the Notes or the Indenture, as the case may be.
The term "Debt Securities," as used in this Prospectus Supplement, refers to
all debt securities, including the Notes, issued and issuable from time to
time under the Indenture. The following description of Notes will apply to
each Note offered hereby unless otherwise specified in the applicable Pricing
Supplement.

GENERAL

All Debt Securities, including the Notes, issued and to be issued
under the Indenture will be direct, unsecured obligations of the Company and
will rank equally with each other and with all other unsecured and
unsubordinated indebtedness of the Company that currently is outstanding or
that may

S-4
<PAGE>

from time to time be outstanding. The Indenture does not limit the aggregate
initial offering price of Debt Securities that may be issued thereunder, and
Debt Securities may be issued thereunder from time to time in one or more
series up to the aggregate initial offering price from time to time authorized
by the Company for each series. The Company may, from time to time, without
the consent of the Holders of the Notes, provide for the issuance of Notes or
other Debt Securities under the Indenture in addition to the $150,000,000
aggregate initial offering price of Notes offered hereby.

The Notes are currently limited to an aggregate initial offering
price of up to $150,000,000. The Notes will be offered from time to time on a
continuous basis and will mature on any day nine months or more from their
date of issue (the "Stated Maturity Date"), as specified in the applicable
Pricing Supplement, unless the principal thereof (or any installment of
principal thereof) becomes due and payable prior to the Stated Maturity Date,
whether by the declaration of acceleration of maturity, notice of redemption
at the option of the Company, if applicable, notice of the Holder's option to
elect repayment, if applicable, or otherwise (the Stated Maturity Date or such
prior date, as the case may be, is herein referred to as the "Maturity Date"
with respect to the principal of such Note repayable on such date). Unless
otherwise specified in the applicable Pricing Supplement, interest-bearing
Notes will either be Fixed Rate Notes or Floating Rate Notes, as specified in
the applicable Pricing Supplement. The Company may also issue Discount Notes,
Indexed Notes and Amortizing Notes (as such terms are hereinafter defined).

Interest rates offered by the Company with respect to the Notes may
differ depending upon, among other factors, the aggregate principal amount of
Notes purchased in any single transaction. Notes with different variable
terms other than interest rates may also be offered concurrently to different
investors. Interest rates or formulas and other terms of Notes are subject to
change by the Company from time to time, but no such change will affect any
Note previously issued or as to which an offer to purchase has been accepted
by the Company.

Each Note will be issued as a Book-Entry Note represented by one or
more fully registered Global Securities or as a fully registered Certificated
Note. The minimum denominations of each Note will be $1,000 and integral
multiples of $1,000 in excess thereof, unless otherwise specified in the
applicable Pricing Supplement. The Notes will be denominated in, and payments
of principal, premium, if any, and/or interest, if any, in respect thereof
will be made in, United States dollars. References herein to "United States
dollars," "U.S. dollars" or "$" are to the lawful currency of the United
States of America (the "United States").

Payments of principal of, and premium, if any, and interest, if any,
on, Book-Entry Notes will be made by the Company through the Trustee to the
Depository. See "DESCRIPTION OF NOTES--Book-Entry Notes." In the case of
Certificated Notes, payment of principal and premium, if any, due on the
Maturity Date will be made in immediately available funds upon presentation
and surrender thereof at the office or agency maintained by the Company for
such purpose (or, in the case of any repayment on an Optional Repayment Date,
upon presentation of such Certificated Note and a duly completed election form
in accordance with the provisions described below), which is currently the
corporate trust office of the Trustee located initially at 100 East Broad
Street, Eighth Floor, Columbus, Ohio 43215, and the New York facility of the
Trustee's agent located initially at 14 Wall Street, New York, New York 10002.
Payment of interest due on the

S-5
<PAGE>

Maturity Date of each Certificated Note will be made to the person to whom
payment of the principal and premium, if any, will be made. Payment of
interest due on each Certificated Note on any Interest Payment Date (as
hereinafter defined) other than the Maturity Date will be made at the office
or agency referred to above maintained by the Company for such purpose or, at
the option of the Company, may be made by check mailed to the address of the
Holder entitled thereto as such address will appear in the Security Register
of the Company. Notwithstanding the foregoing, a Holder of $10,000,000 or more
in aggregate principal amount of Certificated Notes (whether having identical
or different terms and provisions) will be entitled to receive interest
payments, if any, on any Interest Payment Date other than the Maturity Date by
wire transfer of immediately available funds if appropriate wire transfer
instructions have been received in writing by the Trustee not less than 15
days prior to such Interest Payment Date. Any such wire transfer instructions
received by the Trustee will remain in effect until revoked by such Holder.

As used herein, "Business Day" means any day, other than a Saturday
or Sunday, that is not a day on which banking institutions are authorized or
required by law, regulation or executive order to close in Columbus, Ohio or
The City of New York; provided, however, that, with respect to Notes as to
which LIBOR is an applicable Interest Rate Basis, such day is also a London
Business Day. "London Business Day" means any day on which dealings in United
States dollars are transacted in the London interbank market.

Book-Entry Notes may be transferred or exchanged only through the
Depository. See "DESCRIPTION OF NOTES--Book-Entry Notes." Registration of
transfer or exchange of Certificated Notes will be made at the office or
agency maintained by the Company for such purpose, which is currently the
corporate trust office of the Trustee located at 100 East Broad Street, Eighth
Floor, Columbus, Ohio 43215, and the New York facility of the Trustee's agent
located initially at 14 Wall Street, New York, New York 10002. No service
charge will be made by the Company or the Trustee for any such registration of
transfer or exchange of Notes, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed
in connection therewith (other than exchanges pursuant to the Indenture not
involving any transfer).

The satisfaction and discharge and covenant defeasance provisions
contained in the Indenture will apply to the Notes.

Notwithstanding any provisions described in this Prospectus
Supplement to the contrary, if a Note specifies that an Addendum is attached
thereto or that "Other/Additional Provisions" apply, such Note will be subject
to the terms specified in such Addendum or "Other/Additional Provisions," as
the case may be, and will be described in the applicable Pricing Supplement.

REDEMPTION AT THE OPTION OF THE COMPANY

Unless otherwise specified in the applicable Pricing Supplement, the
Notes will not be subject to any sinking fund. The Notes will be redeemable at
the option of the Company prior to the Stated Maturity Date only if an Initial
Redemption Date is specified in the applicable Pricing Supplement. If so
specified, the Notes will be subject to redemption at the option of the
Company on any date on and after the applicable Initial Redemption Date, in
whole or from time to time in

S-6
<PAGE>

part, in increments of $1,000 or such other minimum denomination specified in
such Pricing Supplement (provided that any remaining principal amount thereof
will be at least $1,000 or such minimum denomination), at the applicable
Redemption Price (as hereinafter defined), together with unpaid interest
accrued thereon to the date of redemption, on written notice given to the
Holders thereof at least 30 but not more than 60 calendar days prior to the
date of redemption and in accordance with the provisions of the Indenture.
"Redemption Price," with respect to a Note, means an amount equal to the
Initial Redemption Percentage specified in the applicable Pricing Supplement
(as adjusted by the Annual Redemption Percentage Reduction, if applicable)
multiplied by the unpaid principal amount to be redeemed. The Initial
Redemption Percentage, if any, applicable to a Note will decline at each
anniversary of the Initial Redemption Date by an amount equal to the
applicable Annual Redemption Percentage Reduction, if any, until the
Redemption Price is equal to 100% of the unpaid principal amount to be
redeemed. For a discussion of the redemption of Discount Notes, see
"DESCRIPTION OF NOTES--Discount Notes."

REPAYMENT AT THE OPTION OF THE HOLDER

The Notes will be repayable by the Company at the option of the
Holders thereof prior to the Stated Maturity Date only if one or more Optional
Repayment Dates are specified in the applicable Pricing Supplement. If so
specified, the Notes will be subject to repayment at the option of the Holders
thereof on any Optional Repayment Date, in whole or from time to time in part,
in increments of $1,000 or such other minimum denomination specified in the
applicable Pricing Supplement (provided that any remaining principal amount
thereof will be at least $1,000 or such other minimum denomination), at a
repayment price equal to 100% of the unpaid principal amount to be repaid,
together with unpaid interest accrued thereon to the date of repayment. For
any Note to be repaid, such Note must be received, together with the form
thereon entitled "Option to Elect Repayment" duly completed, by the Trustee at
its office maintained for such purpose, currently the corporate trust office
of the Trustee located at 100 East Broad Street, Eighth Floor, Columbus, Ohio
43215, and the New York facility of the Trustee's agent located initially at
14 Wall Street, New York, New York 10002 (or such other address of which the
Company will from time to time notify the Holders), at least 30 but not more
than 60 calendar days prior to the date of repayment. Exercise of such
repayment option by the Holder will be irrevocable. For a discussion of the
repayment of Discount Notes, see "DESCRIPTION OF NOTES--Discount Notes."

Only the Depository may exercise the repayment option in respect of
Global Securities representing Book-Entry Notes. Accordingly, Beneficial
Owners (as hereinafter defined) of Global Securities that desire to have all
or any portion of the Book-Entry Notes represented by such Global Securities
repaid must instruct the Participant (as hereinafter defined) through which
they own their interest to direct the Depository to exercise the repayment
option on their behalf by delivering the related Global Security and duly
completed election form to the Trustee as set forth above. In order to ensure
that such Global Security and election form are received by the Trustee on a
particular day, the applicable Beneficial Owner must so instruct the
Participant through which it owns its interest before such Participant's
deadline for accepting instruction for that day. Different firms may have
different deadlines for accepting instructions from their customers.
Accordingly, Beneficial Owners should consult the Participants through which
they own their interest for the respective deadlines for such Participants.
All instructions given to Participants from Beneficial Owners of Global

S-7
<PAGE>

Securities relating to the option to elect repayment will be irrevocable. In
addition, at the time such instructions are given, each such Beneficial Owners
will cause the Participant through which it owns its interest to transfer such
Beneficial Owner's interest in the Global Security or Securities representing
the related Book-Entry Notes, on the Depository's records, to the Trustee. See
"DESCRIPTION OF NOTES--Book-Entry Notes."

If applicable, the Company will comply with the requirements of
Section 14(e) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and Rule 14e-1 of the rules promulgated thereunder, and any
other securities laws or regulations in connection with any such repayment.

The Company may at any time purchase Notes at any price or prices in
the open market or otherwise. Notes so purchased by the Company may, at the
discretion of the Company, be held, resold or surrendered to the Trustee for
cancellation.

INTEREST

General

Unless otherwise specified in the applicable Pricing Supplement, each
interest-bearing Note will bear interest from its date of issue at the rate
per annum, in the case of a Fixed Rate Note, or pursuant to the interest rate
formula, in the case of a Floating Rate Note, in each case as specified in the
applicable Pricing Supplement, until the principal thereof is paid or duly
made available for payment. Unless otherwise specified in the applicable
Pricing Supplement, interest payments with respect to Fixed Rate Notes and
Floating Rate Notes will be made in an amount equal to the interest accrued
from and including the immediately preceding Interest Payment Date in respect
of which interest has been paid or fully made available for payment (or from
and including the date of issue, if no interest has been paid or duly made
available for payment with respect to the applicable Note) to but excluding
the applicable Interest Payment Date or the Maturity Date, as the case may be
(each, an "Interest Period").

Interest on Fixed Rate Notes and Floating Rate Notes will be payable
in arrears on each Interest Payment Date and on the Maturity Date. Unless
otherwise specified in the applicable Pricing Supplement, the first payment of
interest on any such Note originally issued between a Regular Record Date (as
hereinafter defined) and the related Interest Payment Date will be made on the
Interest Payment Date immediately following the next succeeding Regular Record
Date to the Holder on such next succeeding Regular Record Date. Unless
otherwise specified in the applicable Pricing Supplement, a "Regular Record
Date" will be the fifteenth calendar day (whether or not a Business Day)
immediately preceding the related Interest Payment Date.

Fixed Rate Notes

Unless otherwise specified in the applicable Pricing Supplement,
interest on Fixed Rate Notes will be payable on February 15 and August 15 of
each year (each, an "Interest Payment Date"

S-8
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with respect to Fixed Rate Notes) and on the Maturity Date. Unless otherwise
specified in the applicable Pricing Supplement, interest on Fixed Rate Notes
will be computed on the basis of a 360-day year of twelve 30-day months.

If any Interest Payment Date or the Maturity Date of a Fixed Rate
Note falls on a day that is not a Business Day, the required payment of
principal, premium, if any, and/or interest will be made on the next
succeeding Business Day with the same force and effect as if made on the date
such payment was due, and no interest will accrue on such payment for the
period from and after such Interest Payment Date or the Maturity Date, as the
case may be, to the date of such payment on the next succeeding Business Day.

Floating Rate Notes

Interest on Floating Rate Notes will be determined by reference to
the applicable Interest Rate Basis or Interest Rate Bases, which may, as
described below, include (i) the CD Rate, (ii) the CMT Rate, (iii) the
Commercial Paper Rate, (iv) the Eleventh District Cost of Funds Rate, (v) the
Federal Funds Rate, (vi) LIBOR, (vii) the Prime Rate, (viii) the Treasury
Rate, or (ix) such other Interest Rate Basis or interest rate formula as may
be specified in the applicable Pricing Supplement; provided, however, that the
interest rate in effect on a Floating Rate Note for the period, if any, from
the date of issue to the first Interest Reset Date (as hereinafter defined)
will be the Initial Interest Rate; provided, further, that with respect to a
Floating Rate/Fixed Rate Note, the interest rate in effect for the period
commencing on the Fixed Rate Commencement Date to the Maturity Date will be
the Fixed Interest Rate, if such rate is specified in the applicable Pricing
Supplement or, if no such Fixed Interest Rate is specified, the interest rate
in effect thereon on the day immediately preceding the Fixed Rate Commencement
Date. The applicable Pricing Supplement will specify certain terms with
respect to which each Floating Rate Note is being delivered, including:
whether such Floating Rate Note is a "Regular Floating Rate Note," a "Floating
Rate/Fixed Rate Note" or an "Inverse Floating Rate Note," the Fixed Rate
Commencement Date, if applicable, Fixed Interest Rate, if applicable, Interest
Rate Basis or Bases, Initial Interest Rate, if any, Initial Interest Reset
Date, Interest Reset Dates, Interest Payment Period and Dates, Index Maturity,
Maximum Interest Rate and/or Minimum Interest Rate, if any, and Spread and/or
Spread Multiplier, if any, as such terms are defined below. If one or more of
the applicable Interest Rate Bases is LIBOR or the CMT Rate, the applicable
Pricing Supplement will also specify the Designated LIBOR Page or the
Designated CMT Maturity Index and Designated CMT Telerate Page, respectively,
as such terms are defined below.

The interest rate borne by the Floating Rate Notes will be determined
as follows:

(i) Unless such Floating Rate Note is designated as a
"Floating Rate/Fixed Rate Note" or an "Inverse Floating Rate Note",
or as having an Addendum attached or having "Other/Additional
Provisions" apply, in each case relating to a different interest rate
formula, such Floating Rate Note will be designated as a "Regular
Floating Rate Note" and, except as described below or in the
applicable Pricing Supplement, will bear interest at the rate
determined by reference to the applicable Interest Rate Basis or
Bases (a) plus or minus the

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<PAGE>

applicable Spread, if any, and/or (b) multiplied by the applicable
Spread Multiplier, if any. Commencing on the Initial Interest Reset
Date, the rate at which interest on such Regular Floating Rate Note
will be payable will be reset as of each Interest Reset Date;
provided, however, that the interest rate in effect for the period,
if any, from the date of issue to the Initial Interest Reset Date
will be the Initial Interest Rate.

(ii) If such Floating Rate is designated as a "Floating
Rate/Fixed Rate Note," then, except as described below or in the
applicable Pricing Supplement, such Floating Rate Note will bear
interest at the rate determined by reference to the applicable
Interest Rate Basis or Bases (a) plus or minus the applicable Spread,
if any, and/or (b) multiplied by the applicable Spread Multiplier, if
any. Commencing on the Initial Interest Reset Date, the rate at
which interest on such Floating Rate/Fixed Rate Note will be payable
will be reset as of each Interest Reset Date; provided, however, that
(y) the interest rate in effect for the period, if any, from the date
of issue to the Initial Interest Reset Date will be the Initial
Interest Rate and (z) the interest rate in effect for the period
commencing on the Fixed Rate Commencement Date to the Maturity Date
will be the Fixed Interest Rate, if such rate is specified in the
applicable Pricing Supplement or, if no such Fixed Interest Rate is
specified, the interest rate in effect thereon on the date
immediately preceding the Fixed Rate Commencement Date.

(iii) If such Floating Rate Note is designated as an
"Inverse Floating Rate Note," then, except as described below or in
the applicable Pricing Supplement, such Floating Rate Note will bear
interest at the Fixed Interest Rate minus the rate determined by
reference to the applicable Interest Rate Basis or Bases (a) plus or
minus the applicable Spread, if any, and/or (b) multiplied by the
applicable Spread Multiplier, if any; provided, however, that, unless
otherwise specified in the applicable Pricing Supplement, the
interest rate thereon will not be less than zero. Commencing on the
Initial Interest Reset Date, the rate at which interest on such
Inverse Floating Rate will be payable will be reset as of each
Interest Reset Date; provided, however, that the interest rate in
effect for the period, if any, from the date of issue to the Initial
Interest Reset Date will be the Initial Interest Rate.

The "Spread" is the number of basis points to be added to or
subtracted from the related Interest Rate Basis or Bases applicable to such
Floating Rate Note. The "Spread Multiplier" is the percentage of the related
Interest Rate Basis or Bases applicable to such Floating Rate Note by which
such Interest Rate Basis or Bases will be multiplied to determine the
applicable interest rate on such Floating Rate Note. The "Index Maturity" is
the period to maturity of the instrument or obligation with respect to which
the related Interest Rate Basis or Bases will be calculated.

Unless otherwise specified in the applicable Pricing Supplement, the
interest rate with respect to each Interest Rate Basis will be determined in
accordance with the applicable provisions below. Except as set forth above or
in the applicable Pricing Supplement, the interest rate in effect on each day
will be (i) if such day is an Interest Reset Date, the interest rate
determined as of the Interest Determination Date (as hereinafter defined)
immediately preceding such Interest Reset Date

S-10
<PAGE>

or (ii) if such day is not an Interest Reset Date, the interest rate
determined as of the Interest Determination Date immediately preceding the
most recent Interest Reset Date.

The applicable Pricing Supplement will specify whether the rate of
interest on the related Floating Rate Note will be reset daily, weekly,
monthly, quarterly, semiannually or annually or on such other specified basis
(each, an "Interest Reset Period") and the dates on which such rate of
interest will be reset (each, an "Interest Reset Date"). Unless otherwise
specified in the applicable Pricing Supplement, the Interest Reset Dates will
be, in the case of Floating Rate Notes which reset: (i) daily, each Business
Day; (ii) weekly, the Wednesday of each week (with the exception of weekly
reset Floating Rate Notes as to which the Treasury Rate is an applicable
Interest Rate Basis, which will reset the Tuesday of each week, except as
described below); (iii) monthly, the third Wednesday of each month (with the
exception of monthly reset Floating Rate Notes as to which the Eleventh
District Cost of Funds Rate is an applicable Interest Rate Basis, which will
reset on the first calendar day of the month; (iv) quarterly, the third
Wednesday of March, June, September and December of each year; (v)
semiannually, the third Wednesday of the two months specified in the
applicable Pricing Supplement; and (vi) annually, the third Wednesday of the
month specified in the applicable Pricing Supplement; provided however, that,
with respect to Floating Rate/Fixed Rate Notes, the rate of interest thereon
will not reset after the applicable Fixed Rate Commencement Date. If any
Interest Reset Date for any Floating Rate Note would otherwise be a day that
is not a Business Day, such Interest Reset Date will be postponed to the next
succeeding Business Day, except that in the case of a Floating Rate Note as to
which LIBOR is an applicable Interest Rate Basis and such Business Day falls
in the next succeeding calendar month, such Interest Reset Date will be the
immediately preceding Business Day.

The interest rate applicable to each Interest Reset Period commencing
on the related Interest Reset Date will be the rate determined by the
Calculation Agent as of the applicable Interest Determination Date and
calculated on or prior to the Calculation Date (as hereinafter defined),
except with respect to LIBOR and the Eleventh District Cost of Funds Rate,
which will be calculated on such Interest Determination Date. The "Interest
Determination Date" with respect to the CD Rate, the CMT Rate, the Commercial
Paper Rate, the Federal Funds Rate and the Prime Rate will be on the second
Business Day immediately preceding the applicable Interest Reset Date; the
"Interest Determination Date" with respect to the Eleventh District Cost of
Funds Rate will be the last working day of the month immediately preceding the
applicable Interest Reset Date on which the Federal Home Loan Bank of San
Francisco (the "FHLB of San Francisco") publishes the Index (as hereinafter
defined); and the "Interest Determination Date" with respect to LIBOR will be
the second London Business Day immediately preceding the applicable Interest
Reset Date. With respect to the Treasury Rate, the "Interest Determination
Date" will be the day in the week in which the applicable Interest Reset Date
falls on which day Treasury Bills (as hereinafter defined) are normally
auctioned (Treasury Bills are normally sold at an auction held on Monday of
each week, unless that day is a legal holiday, in which case the auction is
normally held on the following Tuesday, except that such auction may be held
on the preceding Friday); provided, however, that if an auction is held on the
Friday of the week preceding the applicable Interest Reset Date, the "Interest
Determination Date" will be such preceding Friday; provided, further, that if
the Interest Determination Date would otherwise fall on an Interest Reset
date, then such Interest Reset Date will

S-11
<PAGE>

be postponed to the next succeeding Business Day. The "Interest Determination
Date" pertaining to a Floating Rate Note the interest rate of which is
determined by reference to two or more Interest Rate Bases will be the most
recent Business Day which is at least two Business Days prior to the
applicable Interest Reset Date for such Floating Rate Note on which each
Interest Rate Basis is determinable. Each Interest Rate Basis will be
determined as of such date, and the applicable interest rate will take effect
on the applicable Interest Reset Date.

Notwithstanding the foregoing, a Floating Rate Note may also have
either or both of the following: (i) a Maximum Interest Rate, or ceiling,
that may accrue during any Interest Period and (ii) a Minimum Interest Rate,
or floor, that may accrue during any Interest Period. In addition to any
Maximum Interest Rate that may apply to any Floating Rate Note, the interest
rate on Floating Rate Notes will in no event be higher than the maximum rate
permitted by Indiana law, as the same may be modified by United States law of
general application.

Except as provided below or in the applicable Pricing Supplement,
interest will be payable, in the case of Floating Rate Notes which reset, as
the case may be: (i) daily, weekly or monthly, on the third Wednesday of each
month or on the third Wednesday of March, June, September and December of each
year, as specified in the applicable Pricing Supplement; (ii) quarterly, on
the third Wednesday of March, June, September and December of each year; (iii)
semiannually, on the third Wednesday of the two months of each year specified
in the applicable Pricing Supplement; and (iv) annually, on the third
Wednesday of the month of each year specified in the applicable Pricing
Supplement (each, an "Interest Payment Date" with respect to Floating Rate
Notes) and, in each case, on the Maturity Date. If any Interest Payment Date
other than the Maturity Date for any Floating Rate Note would otherwise be a
day that is not a Business Day, such Interest Payment Date will be postponed
to the next succeeding Business Day, except in the case of a Floating Rate
Note as to which LIBOR is an applicable Interest Rate Basis and such Business
Day falls in the next succeeding calendar month, such Interest Payment Date
will be the immediately preceding Business Day. If the Maturity Date of a
Floating Rate Note falls on a day that is not a Business Day, the required
payment of principal, premium, if any, and interest will be made on the next
succeeding Business Day with the same force and effect as if made on the date
such payment was due, and no interest will accrue on such payment for the
period from and after the Maturity Date to the date of such payment on the
next succeeding Business Day.

All percentages resulting from any calculation on Floating Rate Notes
will be rounded to the nearest one hundred- thousandth of a percentage point,
with five one-millionths of a percentage point rounded upwards (e.g.,
9.876545%, or .09876545, would be rounded to 9.87655%, or .0987655), and all
dollar amounts used in or resulting from such calculation on Floating Rate
Notes will be rounded to the nearest cent (with one-half cent rounded upward).

With respect to each Floating Rate Note, accrued interest is
calculated by multiplying its principal amount by an accrued interest factor.
Such accrued interest factor is computed by adding the interest factor
calculated for each day in the applicable Interest Period. Unless otherwise
specified in the applicable Pricing Supplement, the interest factor for each
such day will be computed by dividing the interest rate applicable to such day
by 360, in the case of Floating Rate

S-12
<PAGE>

Notes for which an applicable Interest Rate Basis is the CD Rate, the
Commercial Paper Rate, the Eleventh District Cost of Funds Rate, the Federal
Funds Rate, LIBOR or the Prime Rate, or by the actual number of days in the
year in the case of Floating Rate Notes for which an applicable Interest Rate
Basis is the CMT Rate or the Treasury Rate. Unless otherwise specified in the
applicable Pricing Supplement, the interest factor for Floating Rate Notes for
which the interest rate is calculated with reference to two or more Interest
Rate Bases will be calculated in each period in the same manner as if only the
applicable Interest Rate Basis specified in the applicable Pricing Supplement
applied.

Unless otherwise specified in the applicable Pricing Supplement, Bank
One, NA will be the "Calculation Agent." Upon request of the Holder of any
Floating Rate Note, the Calculation Agent will disclose the interest rate then
in effect and, if determined, the interest rate that will become effective as
a result of a determination made for the next succeeding Interest Reset Date
with respect to such Floating Rate Note. Unless otherwise specified in the
applicable Pricing Supplement, the "Calculation Date," if applicable,
pertaining to any Interest Determination Date will be the earlier of (i) the
tenth calendar day after such Interest Determination Date or, if such day is
not a Business Day, the next succeeding Business Day or (ii) the Business Day
immediately preceding the applicable Interest Payment Date or the Maturity
Date, as the case may be.

Unless otherwise specified in the applicable Pricing Supplement, the
Calculation Agent will determine each Interest Rate Basis in accordance with
the following provisions.

CD Rate. Unless otherwise specified in the applicable Pricing
Supplement, "CD Rate" means, with respect to any Interest Determination Date
relating to a Floating Rate Note for which the interest rate is determined
with reference to the CD Rate (a "CD Rate Interest Determination Date"), the
rate on such date for negotiable United States dollar certificates of deposit
having the Index Maturity specified in the applicable Pricing Supplement as
published by the Board of Governors of the Federal Reserve System in
"Statistical Release H.15(519), Selected Interest Rates" or any successor
publication ("H.15(519)") under the heading "CDS (Secondary Market)," or, if
not published by 3:00 P.M., New York City time, on the related Calculation
Date, the rate on such CD Rate Interest Determination Date for negotiable
United States dollar certificates of deposit of the Index Maturity specified
in the applicable Pricing Supplement as published by the Federal Reserve Bank
of New York in its daily statistical release "Composite 3:30 P.M. Quotations
for United States Government Securities" or any successor publication
("Composite Quotations") under the heading "Certificates of Deposit." If such
rate is not yet published in either H.15(519) or Composite Quotations by 3:00
P.M., New York City time, on the related Calculation Date, then the CD Rate on
such CD Rate Interest Determination Date will be calculated by the Calculation
Agent and will be the arithmetic mean of the secondary market offered rates as
of 10:00 A.M., New York City time, on such CD Rate Interest Determination
Date, of three leading nonbank dealers in negotiable United States dollar
certificates of deposit in The City of New York (which may include the Agent
or its affiliates) selected by the Calculation Agent after consultation with
the Company for negotiable United States dollar certificates of deposit of
major United States money market banks with a remaining maturity closest to
the Index Maturity specified in the applicable Pricing Supplement in

S-13
<PAGE>

an amount that is representative for a single transaction in that market at
that time; provided, however, that if the dealers so selected by the
Calculation Agent are not quoting as mentioned in this sentence, the CD Rate
determined as of such CD Rate Interest Determination Date will be the CD Rate
in effect on such CD Rate Interest Determination Date.

CMT Rate. Unless otherwise specified in the applicable Pricing
Supplement, "CMT Rate" means, with respect to any Interest Determination
relating to a Floating Rate Note for which the interest rate is determined
with reference to the CMT Rate (a "CMT Rate Interest Determination Date"), the
rate displayed on the Designated CMT Telerate Page under the caption ". . .
Treasury Constant Maturities . . . Federal Reserve Board Release H.15 . .
. Mondays approximately 3:45 P.M.," under the column for the Designated CMT
Maturity Index for (i) if the Designated CMT Telerate Page is 7055, the rate
on such CMT Rate Interest Determination Date and (ii) if the Designated CMT
Telerate Page is 7052, the weekly or monthly average, as specified in the
applicable Pricing Supplement, for the week or the month, as applicable, ended
immediately preceding the week or the month, as applicable, in which the
related CMT Rate Interest Determination Date occurs. If such rate is no
longer displayed on the relevant page or is not displayed by 3:00 P.M., New
York City time, on the related Calculation Date, then the CMT Rate on such CMT
Rate Interest Determination Date will be such treasury constant maturity rate
for the Designated CMT Maturity Index as published in the relevant H.15(519).
If such rate is no longer published or is not published by 3:00 P.M., New York
City time, on the related Calculation Date, then the CMT Rate on such CMT Rate
Interest Determination Date will be such treasury constant maturity rate for
the Designated CMT Maturity Index (or other United States Treasury rate for
the Designated CMT Maturity Index) for the CMT Rate Interest Determination
Date with respect to such Interest Reset Date as may then be published by
either the Board of Governors of the Federal Reserve System or the United
States Department of the Treasury that the Calculation Agent determines to be
comparable to the rate formerly displayed on the Designated CMT Telerate Page
and published in the relevant H.15(519). If such information is not provided
by 3:00 P.M., New York City time, on the related Calculation Date, then the
CMT Rate on the CMT Rate Interest Determination Date will be calculated by the
Calculation Agent and will be a yield to maturity, based on the arithmetic
mean of the secondary market closing offer side prices as of approximately
3:30 P.M., New York City time, on such CMT Rate Interest Determination Date
reported, according to their written records, by three leading primary United
States government securities dealers in The City of New York (which may
include the Agent or its affiliates) (each, a "Reference Dealer") selected by
the Calculation Agent (from five such Reference Dealers selected by the
Calculation Agent after consultation with the Company and eliminating the
highest quotation (or, in the event of quotation equality, one of the highest)
and the lowest quotation (or, in the event of quotation equality, one of the
lowest)), for the most recently issued direct noncallable fixed rate
obligations of the United States ("Treasury Notes") with an original maturity
of approximately the Designated CMT Maturity Index and a remaining term to
maturity of not less than such Designated CMT Maturity Index minus one year.
If the Calculation Agent is unable to obtain three such Treasury Note
quotations, the CMT Rate on such CMT Rate Interest Determination Date will be
calculated by the Calculation Agent and will be a yield to maturity based on
the arithmetic mean of the secondary market closing offer side prices as of
approximately 3:30 P.M., New York City time, on such CMT Rate Interest
Determination Date of three Reference Dealers in The City of New York

S-14
<PAGE>

(from five such Reference Dealers selected by the Calculation Agent after
consultation with the Company and eliminating the highest quotation (or, in
the event of quotation equality, one of the highest) and the lowest quotation
(or, in the event of quotation equality, one of the lowest)), for Treasury
Notes with an original maturity of the number of years that is the next
highest to the Designated CMT Maturity Index and a remaining term to maturity
closest to the Designated CMT Maturity Index and in an amount of at least $100
million. If three or four (and not five) of such Reference Dealers are
quoting as described above, then the CMT Rate will be based on the arithmetic
mean of the offer prices obtained and neither the highest nor the lowest of
such quotes will be eliminated; provided, however, that if fewer than three
Reference Dealers so selected by the Calculation Agent are quoting as
mentioned herein, the CMT Rate determined as of such CMT Rate Interest
Determination Date will be the CMT Rate in effect on such CMT Rate Interest
Determination Date. If two Treasury Notes with an original maturity as
described in the second preceding sentence have remaining terms to maturity
equally close to the Designated CMT Maturity Index, the Calculation Agent will
obtain quotations for the Treasury Note with the shorter remaining term to
maturity.

"Designated CMT Telerate Page" means the display on the Dow Jones
Telerate Service (or any successor service) on the page specified in the
applicable Pricing Supplement (or any other page as may replace such page on
that service for the purpose of displaying Treasury Constant Maturities as
reported in H.15(519)) for the purpose of displaying Treasury Constant
Maturities as reported in H.15(519). If no such page is specified in the
applicable Pricing Supplement, the Designated CMT Telerate Page will be 7052
for the most recent week.

"Designated CMT Maturity Index" means the original period to maturity
of the U.S. Treasury securities (either 1, 2, 3, 5, 7, 10, 20 or 30 years)
specified in the applicable Pricing Supplement with respect to which the CMT
Rate will be calculated or, if no such maturity is specified in the applicable
Pricing Supplement, the Designated CMT Maturity Index will be 2 years.

Commercial Paper Rate. Unless otherwise specified in the applicable
Pricing Supplement, "Commercial Paper Rate" means, with respect to any
Interest Determination Date relating to a Floating Rate Note for which the
interest rate is determined with reference to the Commercial Paper Rate (a
"Commercial Paper Rate Interest Determination Date"), the Money Market Yield
(as hereinafter defined) on such date of the rate for commercial paper having
the Index Maturity specified in the applicable Pricing Supplement as published
in H.15(519) under the heading "Commercial Paper." In the event that such
rate is not published by 3:00 P.M., New York City time, on the applicable
Calculation Date, then the Commercial Paper Rate on such Commercial Paper Rate
Interest Determination Date will be the Money Market Yield of the rate for
commercial paper having the Index Maturity specified in the applicable Pricing
Supplement as published in Composite Quotations under the heading "Commercial
Paper" (with an Index Maturity of one month or three months being deemed to be
equivalent to an Index Maturity of 30 days or 90 days, respectively). If such
rate is not yet published in either H.15(519) or Composite Quotations by 3:00
P.M., New York City time, on the related Calculation Date, then the Commercial
Paper Rate on such Commercial Paper Rate Interest Determination Date will be
calculated by the Calculation Agent and will be the Money Market Yield of the
arithmetic mean of the offered rates at approximately

S-15
<PAGE>

11:00 A.M., New York City time, on such Commercial Paper Rate Interest
Determination Date of three leading dealers of commercial paper in The City of
New York (which may include the Agent or its affiliates) selected by the
Calculation Agent, after consultation with the Company, for commercial paper
having the Index Maturity specified in the applicable Pricing Supplement
placed for an industrial issuer whose bond rating is "AA", or the equivalent,
from a nationally recognized statistical rating organization; provided,
however, that if the dealers so selected by the Calculation Agent after
consultation with the Company are not quoting as mentioned in this sentence,
the Commercial Paper Rate determined as of such Commercial Paper Rate Interest
Determination Date will be the Commercial Paper Rate in effect on such
Commercial Paper Rate Interest Determination Date.

"Money Market Yield" means a yield (expressed as a percentage)
calculated in accordance with the following formula:

Money Market Yield = D x 360 x 100
-------------------
360 - (D x M)

where "D" refers to the applicable per annum rate for commercial paper quoted
on a bank discount basis and expressed as a decimal, and "M" refers to the
actual number of days in the applicable Interest Period for which interest is
being calculated.

Eleventh District Cost of Funds Rate. Unless otherwise specified in
the applicable Pricing Supplement, "Eleventh District Cost of Funds Rate"
means, with respect to any Interest Determination Date relating to a Floating
Rate Note for which the interest rate is determined with reference to the
Eleventh District Cost of Funds Rate (an "Eleventh District Cost of Funds Rate
Interest Determination Date"), the rate equal to the monthly weighted average
cost of funds for the calendar month immediately preceding the month in which
such Eleventh District Cost of Funds Rate Interest Determination Date falls,
as set forth under the caption "11th District" on Telerate Page 7058 as of
11:00 A.M., San Francisco time, on such Eleventh District Cost of Funds Rate
Interest Determination Date. If such rate does not appear on Telerate Page
7058 on such Eleventh District Cost of Funds Rate Interest Determination Date,
then the Eleventh District Cost of Funds Rate on such Eleventh District Cost
of Funds Rate Interest Determination Date will be the monthly weighted average
cost of funds paid by member institutions of the Eleventh Federal Home Loan
Bank District that was most recently announced (the "Index") by the FHLB of
San Francisco as such cost of funds for the calendar month immediately
preceding such Eleventh District Cost of Funds Rate Interest Determination
Date. If the FHLB of San Francisco fails to announce the Index on or prior to
such Eleventh District Cost of Funds Rate Interest Determination Date for the
calendar month immediately preceding such Eleventh District Cost of Funds Rate
Interest Determination Date, the Eleventh District Cost of Funds Rate
determined as of such Eleventh District Cost of Funds Rate Interest
Determination Date will be the Eleventh District Cost of Funds Rate in effect
on such Eleventh District Cost of Funds Rate Determination Date.

Federal Funds Rate. Unless otherwise specified in the applicable
Pricing Supplement, "Federal Funds Rate" means, with respect to any Interest
Determination Date relating to a Floating

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<PAGE>

Rate Note for which the interest rate is determined with reference to the
Federal Funds Rate (a "Federal Funds Rate Interest Determination Date"), the
rate on such date for United States dollar federal funds as published in
H.15(519) under the heading "Federal Funds (Effective)" or, if not published
by 3:00 P.M., New York City time, on the related Calculation Date, the rate on
such Federal Funds Rate Interest Determination Date as published in Composite
Quotations under the heading "Federal Funds/Effective Rate." If such rate is
not published in either H.15(519) or Composite Quotations by 3:00 P.M., New
York City time, on the related Calculation Date, then the Federal Funds Rate
on such Federal Funds Rate Interest Determination Date will be calculated by
the Calculation Agent and will be the arithmetic mean of the rates for the
last transaction in overnight United States federal funds arranged by three
leading brokers of federal funds transactions in The City of New York (which
may include the Agent or its affiliates) selected by the Calculation Agent
after consultation with the Company prior to 9:00 A.M., New York City time, on
such Federal Funds Rate Interest Determination Date; provided, however, that
if the brokers so selected by the Calculation Agent are not quoting as
mentioned in this sentence, the Federal Funds Rate determined as of such
Federal Funds Rate Interest Determination Date will be the Federal Funds Rate
in effect on such Federal Funds Rate Interest Determination Date.

LIBOR. Unless otherwise specified in the applicable Pricing
Supplement, "LIBOR" means the rate determined in accordance with the following
provisions:

(i) With respect to any Interest Determination Date
relating to a Floating Rate Note for which the interest rate is
determined with reference to LIBOR (a "LIBOR Interest Determination
Date"), LIBOR will be either: (a) if "LIBOR Reuters" is specified in
the applicable Pricing Supplement, the arithmetic mean of the offered
rates for deposits in United States dollars having the Index Maturity
specified in such Pricing Supplement, commencing on the applicable
Interest Reset Date, that appear on the Designated LIBOR Page as of
11:00 A.M., London time, on such LIBOR Interest Determination Date,
or (b) if "LIBOR Telerate" is specified in the applicable Pricing
Supplement or if neither "LIBOR Reuters" nor "LIBOR Telerate" is
specified in the applicable Pricing Supplement as the method of
calculating LIBOR, the rate for deposits in United States dollars
having the Index Maturity specified in such Pricing Supplement,
commencing on the applicable Interest Reset Date, that appears on the
Designated LIBOR Page as of 11:00 A.M., London time, on such LIBOR
Interest Determination Date. If fewer than two such offered rates so
appear, or if no such rate so appears, as applicable, LIBOR on such
LIBOR Interest Determination Date will be determined in accordance
with the provisions described in clause (ii) below.

(ii) With respect to a LIBOR Interest Determination Date
on which fewer than two offered rates appear, or no rate appears, as
the case may be, on the Designated LIBOR Page as specified in clause
(i) above, the Calculation Agent will request the principal London
offices of each of four major reference banks in the London interbank
market, as selected by the Calculation Agent after consultation with
the Company, to provide the Calculation Agent with its offered
quotation for deposits in United States dollars for the period of the
Index Maturity specified in the applicable Pricing Supplement,
commencing on the applicable Interest Reset Date, to prime banks in
the London interbank market at

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approximately 11:00 A.M., London time, on such LIBOR Interest
Determination Date and in a principal amount that is representative
for a single transaction in United States dollars in such market at
such time. If at least two such quotations are so provided, then
LIBOR on such LIBOR Interest Determination Date will be the
arithmetic mean of such quotations. If fewer than two such
quotations are so provided, then LIBOR on such LIBOR Interest
Determination Date will be the arithmetic mean of the rates quoted at
approximately 11:00 A.M., in The City of New York, on such LIBOR
Interest Determination Date by three major money center banks in The
City of New York selected by the Calculation Agent after consultation
with the Company for loans in United States dollars to leading
European banks, having the Index Maturity specified in the applicable
Pricing Supplement and in a principal amount that is representative
for a single transaction in United States dollars in such market at
such time; provided, however, that if the banks so selected by the
Calculation Agent are not quoting as mentioned in this sentence,
LIBOR determined as of such LIBOR Interest Determination Date will be
LIBOR in effect on such LIBOR Interest Determination Date.

"Designated LIBOR Page" means (i) if "LIBOR Reuters" is specified in
the applicable Pricing Supplement, the display on the Reuters Monitor Money
Rates Service (or any successor service) on the page designated as page "LIBO"
(or such other page as may replace such page on such service for the purpose
of displaying the London interbank offered rates of major banks for United
States dollars) or (ii) if "LIBOR Telerate" is specified in the applicable
Pricing Supplement or neither "LIBOR Reuters" nor "LIBOR Telerate" is
specified in the applicable Pricing Supplement, the display on the Dow Jones
Telerate Service (or any successor service) on the page designated as page
"3750" (or such other page as may replace such page on such service for the
purpose of displaying the London interbank offered rates of major banks for
United States dollars).

Prime Rate. Unless otherwise specified in the applicable Pricing
Supplement, "Prime Rate" means, with respect to any Interest Determination
Date relating to a Floating Rate Note for which the interest rate is
determined with reference to the Prime Rate (a "Prime Rate Interest
Determination Date"), the rate on such date as such rate is published in
H.15(519) under the heading "Bank Prime Loan." If such rate is not published
prior to 3:00 P.M., New York City time, on the related Calculation Date, then
the Prime Rate will be the arithmetic mean of the rates of interest publicly
announced by each bank that appears on the Reuters Screen USPRIME1 Page (as
hereinafter defined) as such bank's prime rate or base lending rate as in
effect for such Prime Rate Interest Determination Date. If fewer than four
such rates appear on the Reuters Screen USPRIME1 Page for such Prime Rate
Interest Determination Date, then the Prime Rate will be the arithmetic mean
of the prime rates or base lending rates quoted on the basis of the actual
number of days in the year divided by a 360-day year as of the close of
business on such Prime Rate Interest Determination Date by four major money
center banks in The City of New York selected by the Calculation Agent after
consultation with the Company. If fewer than four such quotations are so
provided, then the Prime Rate will be the arithmetic mean of four prime rates
quoted on the basis of the actual number of days in the year divided by a
360-day year as of the close of business on such Prime Rate Interest
Determination Date as furnished in The City of New York by the major money
center banks, if any, that have provided such quotations and by a reasonable
number of substitute banks or trust companies necessary in order to obtain
four such prime rate quotations, provided such substitute

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banks or trust companies are organized and doing business under the laws of
the United States, or any State thereof, each having total equity capital of
at least $500 million and being subject to supervision or examination by
Federal or State authority, selected by the Calculation Agent after
consultation with the Company to provide such rate or rates; provided,
however, that if the banks or trust companies so selected by the Calculation
Agent are not quoting as mentioned in this sentence, the Prime Rate determined
as of such Prime Rate Interest Determination Date will be the Prime Rate in
effect on such Prime Rate Interest Determination Date.

"Reuters Screen USPRIME1 Page" means the display on the Reuters
Monitor Money Rates Service (or any successor service) on the "USPRIME1" page
(or such other page as may replace the USPRIME1 page on such service) for the
purpose of displaying prime rates or base lending rates of major United States
banks.

Treasury Rate. Unless otherwise specified in the applicable Pricing
Supplement, "Treasury Rate" means, with respect to any Interest Determination
Date relating to a Floating Rate Note for which the interest rate is
determined by reference to the Treasury Rate (a "Treasury Rate Interest
Determination Date"), the rate from the auction held on such Treasury Rate
Interest Determination Date (the "Auction") of direct obligations of the
United States ("Treasury Bills") having the Index Maturity specified in the
applicable Pricing Supplement, as such rate is published in H.15(519) under
the heading "Treasury Bills-auction average (investment)" or, if not published
by 3:00 P.M., New York City time, on the related Calculation Date, the auction
average rate of such Treasury Bills (expressed as a bond equivalent on the
basis of a year of 365 or 366 days, as applicable, and applied on a daily
basis) as otherwise announced by the United States Department of the
Treasury. In the event that the results of the Auction of Treasury Bills
having the Index Maturity specified in the applicable Pricing Supplement are
not reported as provided above by 3:00 P.M., New York City time, on the
related Calculation Date, or if no such Auction is held, then the Treasury
Rate will be calculated by the Calculation Agent and will be a yield to
maturity (expressed as a bond equivalent on the basis of a year of 365 or 366
days, as applicable, and applied on a daily basis) of the arithmetic mean of
the secondary market bid rates, as of approximately 3:30 P.M., New York City
time, on such Treasury Rate Interest Determination Date, of three leading
primary United States government securities dealers (which may include the
Agent or its affiliates) selected by the Calculation Agent after consultation
with the Company, for the issue of Treasury Bills with a remaining maturity
closest to the Index Maturity specified in the applicable Pricing Supplement;
provided, however, that if the dealers so selected by the Calculation Agent
are not quoting as mentioned in this sentence, the Treasury Rate determined as
of such Treasury Rate Interest Determination Date will be the Treasury Rate in
effect on such Treasury Rate Interest Determination Date.

OTHER/ADDITIONAL PROVISIONS; ADDENDUM

Any provisions with respect to the Notes, including the specification
and determination of one or more Interest Rate Bases, the calculation of the
interest rate applicable to a Floating Rate Note, the Interest Payment Dates,
the Stated Maturity Date, any redemption or repayment provisions or any other
term relating thereto, may be modified and/or supplemented as specified under

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"Other/Additional Provisions" on the face thereof or in an Addendum relating
thereto, if so specified on the face thereof and described in the applicable
Pricing Supplement.

DISCOUNT NOTES

The Company may offer Notes from time to time that have an Issue
Price (as specified in the applicable Pricing Supplement) that is less than
100% of the principal amount thereof (i.e., par) by more than a percentage
equal to the product of 0.25% and the number of full years to the Stated
Maturity Date ("Discount Notes"). Discount Notes may not bear any interest
currently or may bear interest at a rate that is below market rates at the
time of issuance. The difference between the Issue Price of a Discount Note
and par is referred to herein as the "Discount." In the event of redemption,
repayment or acceleration of maturity of a Discount Note, the amount payable
to the Holder of such Discount Note will be equal to the sum of (i) the Issue
Price (increased by any accruals of Discount) and, in the event of any
redemption of such Discount Note (if applicable), multiplied by the Initial
Redemption Percentage (as adjusted by the Annual Redemption Percentage
Reduction, if applicable) and (ii) any unpaid interest accrued thereon to the
date of such redemption, repayment or acceleration of maturity, as the case
may be.

Unless otherwise specified in the applicable Pricing Supplement, for
purposes of determining the amount of Discount that has accrued as of any date
on which a redemption, repayment or acceleration of maturity occurs for a
Discount Note, such Discount will be accrued using a constant yield method.
The constant yield will be calculated using a 30-day month, 360-day year
convention, a compounding period that, except for the Initial Period (as
hereinafter defined), corresponds to the shortest period between Interest
Payment Dates for the applicable Discount Note (with ratable accruals within a
compounding period), a coupon rate equal to the initial interest rate
applicable to such Discount Note and an assumption that the maturity of such
Discount Note will not be accelerated. If the period from the date of issue
to the initial Interest Payment Date for a Discount Note (the "Initial Accrual
Period") is shorter than the compounding period for such Discount Note, a
proportionate amount of the yield for an entire compounding period will be
accrued. If the Initial Accrual Period is longer than the compounding period,
then such period will be divided into a regular compounding period and a short
period with the short period being treated as provided in the preceding
sentence. The accrual of the applicable Discount may differ from the accrual
of original issue discount for purposes of the Internal Revenue Code of 1986,
as amended (the "Code"), certain Discount Notes may not be treated as having
original issue discount within the meaning of the Code, and Notes other than
Discount Notes may be treated as issued with original issued discount for
federal income tax purposes. See "CERTAIN UNITED STATES FEDERAL INCOME TAX
CONSIDERATIONS."

INDEXED NOTES

The Company may from time to time offer Notes with the amount of
principal, premium and/or interest payable in respect thereof to be determined
with reference to the price or prices of specified commodities or stocks or to
other items ("Indexed Notes"), in each case as specified in the applicable
Pricing Supplement. In certain cases, Holders of Indexed Notes may receive a
principal

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payment on the Maturity Date that is greater than or less than the principal
amount of such Indexed Notes depending upon the relative value on the Maturity
Date of the specified indexed item. Information as to the method for
determining the amount of principal, premium, if any, and/or interest, if any,
payable in respect of Indexed Notes, certain historical information with
respect to the specified indexed item and any material tax considerations
associated with an investment in Indexed Notes will be specified in the
applicable Pricing Supplement. See also "RISK FACTORS."

AMORTIZING NOTES

The Company may from time to time offer Notes with the amount of
principal thereof and interest thereon payable in installments over the term
of such Notes ("Amortizing Notes"). Unless otherwise specified in the
applicable Pricing Supplement, interest on each Amortizing Note will be
computed on the basis of a 360-day year of twelve 30-day months. Payments with
respect to Amortizing Notes will be applied first to interest due and payable
thereon and then to the reduction of the unpaid principal amount thereof.
Further information concerning additional terms and provisions of Amortizing
Notes will be specified in the applicable Pricing Supplement, including a
table setting forth repayment information for such Amortizing Notes.

CERTAIN COVENANTS

Reference is made to the section entitled "DESCRIPTION OF DEBT
SECURITIES" in the accompanying Prospectus for a description of certain
covenants applicable to the Notes. Compliance with such covenants with
respect to the Notes generally may not be waived by the Board of Directors of
the Company or by the Trustee unless the Holders of at least a majority in
principal amount of all outstanding Notes consent to such waiver; provided,
however, that the satisfaction and discharge and covenant defeasance
provisions of the Indenture described under the captions "DESCRIPTION OF DEBT
SECURITIES--Satisfaction and Discharge" and "DESCRIPTION OF DEBT
SECURITIES--Defeasance of Certain Obligations" in the accompanying Prospectus
will apply to the Notes.

BOOK-ENTRY NOTES

The Company has established a depository arrangement with The
Depository Trust Company with respect to the Book-Entry Notes, the terms of
which are summarized below. Any additional or differing terms of the
depository arrangement with respect to the Book-Entry Notes will be described
in the applicable Pricing Supplement.

Upon issuance, all Book-Entry Notes bearing interest (if any) at the
same rate or pursuant to the same formula and having the same date of issue,
Interest Payment Dates (if any), Stated Maturity Date, redemption provisions
(if any), repayment provisions (if any) and other terms will be represented by
a single Global Security. Each Global Security representing Book-Entry Notes
will be deposited with, or on behalf of, the Depository and will be registered
in the name of the Depository or a nominee of the Depository. No Global
Security may be transferred except as a whole by a nominee of the Depository
to the Depository or to another nominee of the Depository,

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or by the Depository or such nominee to a successor of the Depository or a
nominee of such successor.

So long as the Depository or its nominee is the registered owner of a
Global Security, the Depository or its nominee, as the case may be, will be
the sole Holder of the Book-Entry Notes represented thereby for all purposes
under the Indenture. Except as otherwise provided below, the Beneficial Owners
(as defined below) of the Global Security or Securities representing
Book-Entry Notes will not be entitled to receive physical delivery of
Certificated Notes and will not be considered the Holders thereof for any
purpose under the Indenture, and no Global Security representing Book-Entry
Notes will be exchangeable or transferable. Accordingly, each Beneficial
Owner must rely on the procedures of the Depository and, if such Beneficial
Owner is not a Participant (as defined below), on the procedures of the
Participant through which such Beneficial Owner owns its interest in order to
exercise any rights of a Holder under such Global Security or the Indenture.
The laws of some jurisdictions require that certain purchasers of securities
take physical delivery of such securities in certificated form. The above
restrictions and laws may impair the ability to transfer beneficial interests
in a Global Security representing Book-Entry Notes.

Unless otherwise specified in the applicable Pricing Supplement, each
Global Security representing Book-Entry Notes will be exchangeable for
Certificated Notes of like tenor and terms and of differing authorized
denominations in a like aggregate principal amount, only if (i) the Depository
notifies the Company that it is unwilling or unable to continue as Depository
for the Global Securities or the Company becomes aware that the Depository has
ceased to be a clearing agency registered under the Exchange Act and, in any
such case, the Company will not have appointed a successor to the Depository
within 90 days thereafter, (ii) the Company, in its sole discretion,
determines that the Global Securities will be exchangeable for Certificated
Notes, or (iii) an Event of Default under the Indenture will have occurred and
be continuing with respect to the Notes. Upon any such exchange, the
Certificated Notes will be registered in the names of the Beneficial Owners of
the Global Security or Securities representing Book-Entry Notes, which names
will be provided by the Depository's relevant Participants (as defined by the
Depository) to the Trustee.

The following is based on information furnished by the Depository:

The Depository will act as securities depository for the
Book-Entry Notes. The Book-Entry Notes will be issued as fully
registered securities registered in the name of Cede & Co. (the
Depository's partnership nominee). One fully registered Global
Security will be issued for each issue of Book-Entry Notes, each in
the aggregate principal amount of such issue, and will be deposited
with the Depository.

The Depository is a limited-purpose trust company organized
under the New York Banking Law, a "banking organization" within the
meaning of the New York Banking Law, a member of the Federal Reserve
System, a "clearing corporation" within the meaning of the New York
Uniform Commercial Code and a "clearing agency" registered pursuant
to the provisions of Section 17A of the Exchange Act. The Depository
holds securities that its

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participants ("Participants") deposit with the Depository. The
Depository also facilitates the settlement among Participants of
securities transactions, such as transfers and pledges, in deposited
securities through electronic computerized book- entry changes in
Participants' accounts, thereby eliminating the need for physical
movement of securities certificates. Direct Participants of the
Depository ("Direct Participants") include securities brokers and
dealers (including the Agent), banks, trust companies, clearing
corporations and certain other organizations. The Depository is owned
by a number of its Direct Participants and by the New York Stock
Exchange, Inc., the American Stock Exchange, Inc. and the National
Association of Securities Dealers, Inc. Access to the Depository's
system is also available to others such as securities brokers and
dealers, banks and trust companies that clear through or maintain a
custodial relationship with a Direct Participant, either directly or
indirectly ("Indirect Participants"). The rules applicable to the
Depository and its Participants are on file with the Securities and
Exchange Commission.

Purchases of Book-Entry Notes under the Depository's system
must be made by or through Direct Participants, which will receive a
credit for such Book-Entry Notes on the Depository's records. The
ownership interest of each actual purchaser of each Book-Entry Note
represented by a Global Security ("Beneficial Owner") is in turn to
be recorded on the records of Direct Participants and Indirect
Participants. Beneficial Owners will not receive written
confirmation from the Depository of their purchase, but Beneficial
Owners are expected to receive written confirmations providing
details of the transaction, as well as periodic statements of their
holdings, from the Direct Participants or Indirect Participants
through which such Beneficial Owner entered into the transaction.
Transfers of ownership interests in a Global Security representing
Book-Entry Notes are to be accomplished by entries made on the books
of Participants acting on behalf of Beneficial Owners. Beneficial
Owners of a Global Security representing Book-Entry Notes will not
receive Certificated Notes representing their ownership interests
therein, except in the event that use of the book-entry system for
such Book-Entry Notes is discontinued.

To facilitate subsequent transfers, all Global Securities
representing Book-Entry Notes which are deposited with, or on behalf
of, the Depository are registered in the name of the Depository's
nominee, Cede & Co. The deposit of Global Securities with, or on
behalf of, the Depository and their registration in the name of Cede
& Co. effect no change in beneficial ownership. The Depository has
no knowledge of the actual Beneficial Owners of the Global Securities
representing the Book-Entry Notes. The Depository's records reflect
only the identity of the Direct Participants to whose accounts such
Book-Entry Notes the Notes are credited, which may or may not be the
Beneficial Owners. The Participants will remain responsible for
keeping account of their holdings on behalf of their customers.

Conveyance of notices and other communications by the
Depository to Direct Participants, by Direct Participants to Indirect
Participants and by Direct Participants and Indirect Participants to
Beneficial Owners will be governed by arrangements among them,
subject to any statutory or regulatory requirements as may be in
effect from time to time.

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Neither the Depository nor Cede & Co. will consent or vote
with respect to the Global Securities representing the Book-Entry
Notes. Under its usual procedures, the Depository mails an Omnibus
Proxy to the Company as soon as possible after the applicable record
date. The Omnibus Proxy assigns Cede & Co.'s consenting or voting
right to those Direct Participants to whose accounts the Book-Entry
Notes are credited on the applicable record date (identified in a
listing attached to the Omnibus Proxy).

Principal, premium, if any, and/or interest, if any, payments
on the Global Securities representing the Book-Entry Notes will be
made in immediately available funds to the Depository. The
Depository's practice is to credit Direct Participants' accounts on
the applicable payment date in accordance with their respective
holdings shown on the Depository's records unless the Depository has
reason to believe that it will not receive payment on such date.
Payments by Participants to Beneficial Owners will be governed by
standing instructions and customary practices, as is the case with
securities held for the accounts of customers in bearer form or
registered in "street name", and will be the responsibility of such
Participant and not of the Depository, the Trustee or the Company,
subject to any statutory or regulatory requirements as may be in
effect from time to time. Payment of principal, premium, if any,
and/or interest, if any, to the Depository is the responsibility of
the Company and the Trustee; disbursement of such payments to Direct
Participants will be the responsibility of the Depository; and
disbursement of such payments to the Beneficial Owners will be the
responsibility of Direct Participants and Indirect Participants.

If applicable, redemption notices will be sent to Cede & Co.
If less than all of the Book-Entry Notes of like tenor and terms are
being redeemed, the Depository's practice is to determine, by lot,
the amount of the interest of each Direct Participant in such issue
to be redeemed.

A Beneficial Owner will give notice of any election to have
its Book-Entry Notes repaid by the Company, through its Participant,
to the Trustee, and will effect delivery of such Book-Entry Notes by
causing the Direct Participant to transfer the Participant's interest
in the Global Security or Securities representing such Book-Entry
Notes, on the Depository's records, to the Trustee. The requirement
for physical delivery of Book-Entry Notes in connection with a demand
for repayment will be deemed satisfied when the ownership rights in
the Global Security or Securities representing such Book-Entry Notes
are transferred by Direct Participants on the Depository's records.

The Depository may discontinue providing its services as
securities depository with respect to the Book-Entry Notes at any
time by giving reasonable notice to the Company or the Trustee.
Under such circumstances, in the event that a successor securities
depository is not obtained, Certificated Notes are required to be
printed and delivered.

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The Company may decide to discontinue use of the system of
book-entry transfers through the Depository (or a successor
securities depository). In that event, Certificated Notes will be
printed and delivered.

The information in this section concerning the Depository and the
Depository's system has been obtained from sources that the Company believes
to be reliable, but the Company takes no responsibility for the accuracy
thereof.

CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

The following summary of certain United States Federal income tax
consequences of the purchase, ownership and disposition of the Notes is based
upon Federal laws, regulations, rulings and decisions now in effect, all of
which are subject to change (including changes in effective dates) or possible
differing interpretations. It deals only with Notes held as capital assets
and does not purport to deal with persons in special tax situations, such as
financial institutions, insurance companies, regulated investment companies,
dealers in securities or currencies, persons holding Notes as a hedge against
currency risks or as a position in a "straddle" for tax purposes, or persons
whose functional currency is not the United States dollar. It also does not
deal with holders other than original purchasers (except where otherwise
specifically noted). Persons considering the purchase of the Notes should
consult their own tax advisors concerning the application of United States
Federal income tax laws to their particular situations as well as any
consequences of the purchase, ownership and disposition of the Notes arising
under the laws of any other taxing jurisdiction.

As used herein, the term "U.S. Holder" means a beneficial owner of a
Note that is for United States Federal income tax purposes (i) a citizen or
resident of the United States, (ii) a corporation, partnership or other entity
created or organized in or under the laws of the United States or any
political subdivision thereof, (iii) an estate or trust the income of which is
subject to United States Federal income taxation regardless of its source or
(iv) any other person whose income or gain in respect of a Note is effectively
connected with the conduct of a United States trade or business. As used
herein, the term "non-U.S. Holder" means a beneficial owner of a Note that is
not a U.S. Holder.

U.S. HOLDERS

Payments of Interest

Payments of interest on a Note generally will be taxable to a U.S.
Holder as ordinary interest income at the time such payments are accrued or
are received (in accordance with the U.S. Holder's regular method of tax
accounting).

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Original Issue Discount

The following summary is a general discussion of the United States
Federal income tax consequences to U.S. Holders of the purchase, ownership and
disposition of Notes issued with original issue discount ("Original Issue
Discount Notes"). The following summary is based upon final Treasury
regulations (the "OID Regulations") released by the Internal Revenue Service
("IRS") on January 27, 1994, as amended on June 11, 1996, under the original
issue discount provisions of the Code.

For United States Federal income tax purposes, original issue
discount is the excess of the stated redemption price at maturity of a Note
over its issue price, if such excess equals or exceeds a de minimis amount
(generally 1/4 of 1% of the Note's stated redemption price at maturity
multiplied by the number of complete years to its maturity from its issue date
or, in the case of a Note providing for the payment of any amount other than
qualified stated interest (as hereinafter defined) prior to maturity,
multiplied by the weighted average maturity of such Note). The issue price of
each Note in an issue of Notes equals the first price at which a substantial
amount of such Notes has been sold (ignoring sales to bond houses, brokers, or
similar persons or organizations acting in the capacity of underwriters,
placement agents, or wholesalers). The stated redemption price at maturity of
a Note is the sum of all payments provided by the Note other than "qualified
stated interest" payments. The term "qualified stated interest" generally
means stated interest that is unconditionally payable in cash or property
(other than debt instruments of the issuer) at least annually at a single
fixed rate or "qualified floating rate" as discussed below. In addition,
under the OID Regulations, if a Note bears interest for one or more accrual
periods at a rate below the rate applicable for the remaining term of such
Note (e.g., Notes with teaser rates or interest holidays), and if the greater
of either the resulting foregone interest on such Note or any "true" discount
on such Note (i.e., the excess of the Note's stated principal amount over its
issue price) equals or exceeds a specified de minimis amount, then the stated
interest payments on the Note would not be treated as qualified stated
interest payments.

Payments of qualified stated interest on a Note are taxable to a U.S.
Holder as ordinary interest income at the time such payments are accrued or
are received (in accordance with the U.S. Holder's regular method of tax
accounting). A U.S. Holder of an Original Issue Discount Note must include
original issue discount in income as ordinary interest for United States
Federal income tax purposes as it accrues under a constant yield method in
advance of receipt of the cash payments attributable to such income,
regardless of such U.S. Holder's regular method of tax accounting. In
general, the amount of original issue discount included in income by the
initial U.S. Holder of an Original Issue Discount Note is the sum of the daily
portions of original issue discount with respect to such Original Issue
Discount Note for each day during the taxable year (or portion of the taxable
year) on which such U.S. Holder held such Original Issue Discount Note. The
"daily portion" of original issue discount on any Original Issue Discount Note
is determined by allocating to each day in any accrual period a ratable
portion of the original issue discount allocable to that accrual period. An
"accrual period" may be of any length and the accrual periods may vary in
length over the term of the Original Issue Discount Note, provided that each
accrual period is no longer than one year and each scheduled payment of
principal or interest occurs either on the final day of an accrual period

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or on the first day of an accrual period. The amount of original issue
discount allocable to each accrual period is generally equal to the difference
between (i) the product of the Original Issue Discount Note's adjusted issue
price at the beginning of such accrual period and its yield to maturity
(determined on the basis of compounding at the close of each accrual period
and appropriately adjusted to take into account the length of the particular
accrual period) and (ii) the amount of any qualified stated interest payments
allocable to such accrual period. The "adjusted issue price" of an Original
Issue Discount Note at the beginning of any accrual period is the sum of the
issue price of the Original Issue Discount Note plus the amount of original
issue discount allocable to all prior accrual periods minus the amount of any
prior payments on the Original Issue Discount Note that were not qualified
stated interest payments. Under these rules, U.S. Holders generally will have
to include in income increasingly greater amounts of original issue discount
in successive accrual periods.

A U.S. Holder who purchases an Original Issue Discount Note for an
amount that is greater than its adjusted issue price as of the purchase date
and less than or equal to the sum of all amounts payable on the Original
Issue Discount Note after the purchase date other than payments of qualified
stated interest, will be considered to have purchased the Original Issue
Discount Note at an "acquisition premium." Under the acquisition premium
rules, the amount of original issue discount which such U.S. Holder must
include in its gross income with respect to such Original Issue Discount Note
for any taxable year (or portion thereof in which the U.S. Holder holds the
Original Issue Discount Note) will be reduced (but not below zero) by the
portion of the acquisition premium properly allocable to the period.

Under the OID Regulations, Floating Rate Notes and Indexed Notes
("Variable Notes") are subject to special rules whereby a Variable Note will
qualify as a "variable rate debt instrument" if (a) its issue price does not
exceed the total noncontingent principal amounts due under the Variable Note
by more than a specified de minimis amount and (b) it provides for stated
interest, paid or compounded at least annually, at current values of (i) one
or more qualified floating rates, (ii) a single fixed rate and one or more
qualified floating rates, (iii) a single objective rate, or (iv) a single
fixed rate and a single objective rate that is a qualified inverse floating
rate.

A "qualified floating rate" is any variable rate where variations in
the value of such rate can reasonably be expected to measure contemporaneous
variations in the cost of newly borrowed funds in the currency in which the
Variable Note is denominated. Although a multiple of a qualified floating
rate will generally not itself constitute a qualified floating rate, a
variable rate equal to the product of a qualified floating rate and a fixed
multiple that is greater than .65 but not more than 1.35 will constitute a
qualified floating rate. A variable rate equal to the product of a qualified
floating rate and a fixed multiple that is greater than .65 but not more than
1.35, increased or decreased by a fixed rate, will also constitute a qualified
floating rate. In addition, under the OID Regulations, two or more qualified
floating rates that can reasonably be expected to have approximately the same
values throughout the term of the Variable Note (e.g., two or more qualified
floating rates with values within 25 basis points of each other as determined
on the Variable Note's issue date) will be treated as a single qualified
floating rate. Notwithstanding the foregoing, a variable rate that would
otherwise constitute a qualified floating rate but which is subject to one or

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more restrictions such as a maximum numerical limitation (i.e., a cap) or a
minimum numerical limitation (i.e., a floor) may, under certain circumstances,
fail to be treated as a qualified floating rate under the OID Regulations
unless such cap or floor is fixed throughout the term of the Note. An
"objective rate" is a rate that is not itself a qualified floating rate but
which is determined using a single fixed formula and which is based upon
objective financial or economic information. A rate will not qualify as an
objective rate if it is based on information that is within the control of the
issuer (or a related party) or that is unique to the circumstances of the
issuer (or a related party), such as dividends, profits or the value of the
issuer's stock (although a rate does not fail to be an objective rate merely
because it is based on the credit quality of the issuer). Despite the
foregoing, a variable rate of interest on a Variable Note will not constitute
an objective rate if it is reasonably expected that the average value of such
rate during the first half of the Variable Note's term will be either
significantly less than or significantly greater than the average value of the
rate during the final half of the Variable Note's term. A "qualified inverse
floating rate" is any objective rate where such rate is equal to a fixed rate
minus a qualified floating rate, as long as variations in the rate can
reasonably be expected to inversely reflect contemporaneous variations in the
qualified floating rate. The OID Regulations also provide that if a Variable
Note provides for stated interest at a fixed rate for an initial period of one
year or less followed by a variable rate that is either a qualified floating
rate or an objective rate and if the variable rate on the Variable Note's
issue date is intended to approximate the fixed rate (e.g., the value of the
variable rate on the issue date does not differ from the value of the fixed
rate by more than 25 basis points), then the fixed rate and the variable rate
together will constitute either a single qualified floating rate or objective
rate, as the case may be.

If a Variable Note that provides for stated interest at either a
single qualified floating rate or a single objective rate throughout the term
thereof qualifies as a "variable rate debt instrument" under the OID
Regulations and if interest on such Note is unconditionally payable in cash or
property (other than debt instruments of the issuer) at least annually, then
all stated interest on such Note will constitute qualified stated interest and
will be taxed accordingly. Thus, a Variable Note that provides for stated
interest at either a single qualified floating rate or a single objective rate
throughout the term thereof and that qualifies as a "variable rate" debt
instrument under the OID Regulations will generally not be treated as having
been issued with original issue discount unless the Variable Note is issued at
a "true" discount (i.e., at a price below the Note's stated principal amount)
in excess of a de minimis amount as discussed above. The amount of qualified
stated interest and the amount of original issue discount, if any, that
accrues during an accrual period on such Variable Note is determined under the
rules applicable to fixed rate debt instruments by assuming that the variable
rate is a fixed rate equal to (i) in the case of a qualified floating rate or
qualified inverse floating rate, the value as of the issue date, of the
qualified floating rate or qualified inverse floating rate, or (ii) in the
case of an objective rate (other than a qualified inverse floating rate), a
fixed rate that reflects the yield that is reasonably expected for the
Variable Note. The qualified stated interest allocable to an accrual period
is increased (or decreased) if the interest actually paid during an accrual
period exceeds (or is less than) the interest assumed to be paid during the
accrual period pursuant to the foregoing rules.

In general, any other Variable Note that qualifies as a "variable
rate debt instrument" will be converted into an "equivalent" fixed rate debt
instrument for purposes of determining the amount

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and accrual of original issue discount and qualified stated interest on the
Variable Note. The OID Regulations generally require that such a Variable
Note be converted into an "equivalent" fixed rate debt instrument by
substituting any qualified floating rate or qualified inverse floating rate
provided for under the terms of the Variable Note with a fixed rate equal to
the value of the qualified floating rate or qualified inverse floating rate,
as the case may be, as of the Variable Note's issue date. Any objective rate
(other than a qualified inverse floating rate) provided for under the terms of
the Variable Note is converted into a fixed rate that reflects the yield that
is reasonably expected for the Variable Note. In the case of a Variable Note
that qualifies as a "variable rate debt instrument" and provides for stated
interest at a fixed rate in addition to either one or more qualified floating
rates or a qualified inverse floating rate, the fixed rate is initially
converted into a qualified floating rate (or a qualified inverse floating
rate, if the Variable Note provides for a qualified inverse floating rate).
Under such circumstances, the qualified floating rate or qualified inverse
floating rate that replaces the fixed rate must be such that the fair market
value of the Variable Note as of the Variable Note's issue date is
approximately the same as the fair market value of an otherwise identical debt
instrument that provides for either the qualified floating rate or qualified
inverse floating rate rather than the fixed rate. Subsequent to converting
the fixed rate into either a qualified floating rate or a qualified inverse
floating rate, the Variable Note is then converted into an "equivalent" fixed
rate debt instrument in the manner described above.

Once the Variable Note is converted into an "equivalent" fixed rate
debt instrument pursuant to the foregoing rules, the amount of original issue
discount and qualified stated interest, if any, are determined for the
"equivalent" fixed rate debt instrument by applying the general original issue
discount rules to the "equivalent" fixed rate debt instrument and a U.S.
Holder of the Variable Note will account for such original issue discount and
qualified stated interest as if the U.S. Holder held the "equivalent" fixed
rate debt instrument. For each accrual period appropriate adjustments will be
made to the amount of qualified interest or original issue discount assumed to
have been accrued or paid with respect to the "equivalent" fixed rate debt
instrument in the event that such amounts differ from the actual amount of
interest accrued or paid on the Variable Note during the accrual period.

If a Variable Note does not qualify as a "variable rate debt
instrument" under the OID Regulations, then the Variable Note would be treated
as a contingent payment debt obligation. U.S. Holders should be aware that on
June 11, 1996 the Treasury Department issued final regulations (the "CPDI
Regulations") concerning the proper United States Federal income tax treatment
of contingent payment debt instruments. Certain of these regulations were
subsequently amended on December 31, 1996. In general, the CPDI Regulations
cause the timing and character of income, gain or loss reported on a
contingent payment debt instrument to substantially differ from the timing and
character of income, gain or loss reported on a contingent payment debt
instrument under general principles of prior United States Federal income tax
law. Specifically, the CPDI Regulations generally require a U.S. Holder of
such an instrument to include contingent and noncontingent interest payments
in income as such interest accrues based upon a projected payment schedule.
Moreover, in general, under the CPDI Regulations, any gain recognized by a
U.S. Holder on the sale, exchange, or retirement of a contingent payment debt
instrument will be treated as ordinary income and all or a portion of any loss
realized could be treated as ordinary loss as opposed to

S-29
<PAGE>

capital loss (depending upon the circumstances). The proper United States
Federal income tax treatment of Variable Notes that are treated as contingent
payment debt obligations will be more fully described in the applicable
Pricing Supplement. Furthermore, any other special United States Federal
income tax considerations, not otherwise discussed herein, which are
applicable to any particular issue of Notes will be discussed in the
applicable Pricing Supplement.

Certain of the Notes (i) may be redeemable at the option of the
Company prior to their stated maturity (a "call option") and/or (ii) may be
repayable at the option of the holder prior to their stated maturity (a "put
option"). Notes containing such features may be subject to rules that differ
from the general rules discussed above. Investors intending to purchase Notes
with such features should consult their own tax advisors, since the original
issue discount consequences will depend, in part, on the particular terms and
features of the purchased Notes.

U.S. Holders may generally, upon election, include in income all
interest (including stated interest, acquisition discount, original issue
discount, de minimis original issue discount, market discount, de minimis
market discount, and unstated interest, as adjusted by any amortizable bond
premium or acquisition premium) that accrues on a debt instrument by using the
constant yield method applicable to original issue discount, subject to
certain limitations and exceptions.

The OID Regulations contain certain special rules that generally
allow any reasonable method to be used in determining the amount of original
issue discount allocable to a short initial accrual period (if all other
accrual periods are of equal length) and require that the amount of original
issue discount allocable to the final accrual period equal the excess of the
amount payable at the maturity of the Original Issue Discount Note (other than
any payment of qualified stated interest) over the Original Issue Discount
Note's adjusted issue price as of the beginning of such final accrual period.
In addition, if an interval between payments of qualified stated interest on
an Original Issue Discount Note contains more than one accrual period, then
the amount of qualified stated interest payable at the end of such interval is
allocated pro rata (on the basis of their relative lengths) between the
accrual periods contained in the interval.

Short-Term Notes

Notes that have a fixed maturity of one year or less ("Short-Term
Notes") will be treated as having been issued with original issue discount
equal to the excess of the stated redemption price at maturity on the
Short-Term Note over the taxpayer's basis in such obligation. In general, an
individual or other cash method U.S. Holder is not required to accrue such
original issue discount unless the U.S. Holder elects to do so. If such an
election is not made, any gain recognized by the U.S. Holder on the sale,
exchange or maturity of the Short-Term Note will be ordinary income to the
extent of the original issue discount accrued on a straight-line basis, or
upon election under the constant yield method (based on daily compounding),
through the date of sale or maturity, and a portion of the deductions
otherwise allowable to the U.S. Holder for interest on borrowings allocable to
the Short-Term Note will be deferred until a corresponding amount of income is
realized. U.S. Holders who report income for United States Federal income tax
purposes under the accrual method, and certain other holders including banks
and dealers in securities, are required to accrue original

S-30
<PAGE>

issue discount on a Short-Term Note on a straight-line basis unless an
election is made to accrue the original issue discount under a constant yield
method (based on daily compounding).

Market Discount

If a U.S. Holder purchases a Note, other than an Original Issue
Discount Note, for an amount that is less than its issue price (or, in the
case of a subsequent purchaser, its stated redemption price at maturity) or,
in the case of an Original Issue Discount Note, for an amount that is not less
than its adjusted issue price as of the purchase date, such U.S. Holder will
be treated as having purchased such Note at a "market discount," unless such
market discount is less than a specified de minimis amount.

Under the market discount rules, a U.S. Holder will be required to
treat any partial principal payment (or, in the case of an Original Issue
Discount Note, any payment that does not constitute qualified stated interest)
on, or any gain realized on the sale, exchange, retirement or other
disposition of, a Note as ordinary income to the extent of the lesser of (i)
the amount of such payment or realized gain or (ii) the market discount which
has not previously been included in income and is treated as having accrued on
such Note at the time of such payment or disposition. Market discount will be
considered to accrue ratably during the period from the date of acquisition to
the maturity date of the Note, unless the U.S. Holder elects to accrue market
discount on the basis of semiannual compounding. Once made, with respect to a
Note, such election is irrevocable with respect to that Note.

A U.S. Holder may be required to defer the deduction of a portion of
the interest paid or accrued on any indebtedness incurred or maintained to
purchase or carry a Note with market discount until the maturity of the Note
or certain earlier dispositions, because a current deduction is only allowed
to the extent of the amount of income included in gross income with respect to
a Note plus the amount by which any remaining interest expense exceeds an
allocable portion of market discount. A U.S. Holder may elect to include
market discount in income currently as it accrues (on either a ratable or
semiannual compounding basis), in which case the rules described above
regarding the treatment as ordinary income of gain upon the disposition of the
Note and upon the receipt of certain cash payments and regarding the deferral
of interest deductions will not apply. Generally, such currently included
market discount is treated as ordinary interest for United States Federal
income tax purposes. Such an election will apply to all debt instruments
acquired by the U.S. Holder on or after the first day of the first taxable
year to which such election applies and may be revoked only with the consent
of the IRS.

Premium

If a U.S. Holder purchases a Note for an amount that is greater than
the sum of all amounts payable on the Note after the purchase date other than
payments of qualified stated interest, such U.S. Holder will be considered to
have purchased the Note with "amortizable bond premium" equal in amount to
such excess. A U.S. Holder may elect to amortize such premium using a
constant yield method over the remaining term of the Note and may offset
interest otherwise required to be

S-31
<PAGE>

included in respect of the Note during any taxable year by the amortized
amount of such excess for the taxable year. However, if the Note may be
optionally redeemed after the U.S. Holder acquires it at a price in excess of
its stated redemption price at maturity, special rules would apply which could
result in a deferral of the amortization of some bond premium. Any election
to amortize bond premium applies to all taxable debt instruments then owned
and thereafter acquired by the U.S. Holder on or after the first day of the
first taxable year to which such election applies and may be revoked only with
the consent of the IRS.

Disposition of a Note

Except as discussed above, upon the sale, exchange or retirement of a
Note, a U.S. Holder generally will recognize taxable gain or loss equal to the
difference between the amount realized on the sale, exchange or retirement
(other than amounts representing accrued and unpaid interest) and such U.S.
Holder's adjusted tax basis in the Note. A U.S. Holder's adjusted tax basis
in a Note generally will equal such U.S. Holder's initial investment in the
Note increased by any original issue discount included in income (and accrued
market discount, if any, if the U.S. Holder has included such market discount
in income) and decreased by the amount of any payments, other than qualified
stated interest payments, received and amortizable bond premium taken with
respect to such Note. Such gain or loss generally will be long-term capital
gain or loss if the Note were held for more than one year.

NON-U.S. HOLDERS

A non-U.S. Holder will not be subject to United States Federal income
taxes on payments of principal, premium (if any) or interest (including
original issue discount, if any) on a note, unless such non-U.S. Holder is a
direct or indirect 10% or greater shareholder of the Company, a controlled
foreign corporation related to the Company or a bank receiving interest
described in section 881(c)(3)(A) of the Code. To qualify for the exemption
from taxation, the last United States payor in the chain of payment prior to
the payment to a non-U.S. Holder (the "Withholding Agent") must have received
in the year in which a payment of interest or principal occurs, or in either
of the two preceding calendar years, a statement that (i) is signed by the
beneficial owner of the Note under penalties of perjury, (ii) certifies that
such owner is not a U.S. Holder and (iii) provides the name and address of the
beneficial owner. The statement may be made on an IRS Form W-8 or a
substantially similar form, and the beneficial owner must inform the
Withholding Agent of any change in the information on the statement within 30
days of such change. If a Note is held through a securities clearing
organization or certain other financial institutions, the organization or
institution may provide a signed statement to the Withholding Agent. However,
in such case, the signed statement must be accompanied by a copy of the IRS
Form W-8 or the substitute form provided by the beneficial owner to the
organization or institution. The Treasury Department is considering
implementation of further certification requirements aimed at determining
whether the issuer of a debt obligation is related to holders thereof.

Generally, a non-U.S. Holder will not be subject to Federal income
taxes on any amount which constitutes capital gain upon retirement or
disposition of a Note, provided the gain is not

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<PAGE>

effectively connected with the conduct of a trade or business in the United
States by the non-U.S. Holder. Certain other exceptions may be applicable, and
a non-U.S. Holder should consult its tax advisor in this regard.

The Notes will not be included in the estate of a non-U.S. Holder
unless the individual is a direct or indirect 10% or greater shareholder of
the Company or, at the time of such individual's death, payments in respect of
the Notes would have been effectively connected with the conduct by such
individual of a trade or business in the United States.

BACKUP WITHHOLDING

Backup withholding of United States Federal income tax at a rate of
31% may apply to payments made in respect of the Notes to registered owners
who are not "exempt recipients" and who fail to provide certain identifying
information (such as the registered owner's taxpayer identification number) in
the required manner. Generally, individuals are not exempt recipients,
whereas corporations and certain other entities generally are exempt
recipients. Payments made in respect of the Notes to a U.S. Holder must be
reported to the IRS, unless the U.S. Holder is an exempt recipient or
establishes an exemption. Compliance with the identification procedures
described in the preceding section would establish an exemption from backup
withholding for those non-U.S. Holders who are not exempt recipients.

In addition, upon the sale of a Note to (or through) a broker, the
broker must withhold 31% of the entire purchase price, unless either (i) the
broker determines that the seller is a corporation or other exempt recipient
or (ii) the seller provides, in the required manner, certain identifying
information and, in the case of a non-U.S. Holder, certifies that such seller
is a non-U.S. Holder (and certain other conditions are met). Such a sale must
also be reported by the broker to the IRS, unless either (i) the broker
determines that the seller is an exempt recipient or (ii) the seller certifies
its non-U.S. status (and certain other conditions are met). Certification of
the registered owner's non-U.S. status would be made normally on an IRS Form
W-8 under penalties of perjury, although in certain cases it may be possible
to submit other documentary evidence.

Any amounts withheld under the backup withholding rules from a
payment to a beneficial owner would be allowed as a refund or a credit against
such beneficial owner's United States Federal income tax provided the required
information is furnished to the IRS.

PLAN OF DISTRIBUTION

GENERAL

The Notes are being offered on a continuous basis for sale by the
Company to or through NatCity Investments, Inc. (the "Agent") in accordance
with a Distribution Agreement between the Company and the Agent. The Agent
may utilize its reasonable efforts on an agency basis to solicit offers to
purchase the Notes at 100% of the principal amount thereof, unless otherwise
specified in the applicable Pricing Supplement. The Agent may also purchase
Notes, as principal, from the

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<PAGE>

Company from time to time for resale to investors and other purchasers at
varying prices relating to prevailing market prices at the time of resale as
determined by the Agent or, if so specified in the applicable Pricing
Supplement, for resale at a fixed offering price. The Company will pay a
commission to the Agent, ranging from .125% to .750% of the principal amount
of each Note, depending upon its stated maturity, sold through the Agent, as
agent of the Company. Commissions with respect to Notes with stated
maturities in excess of 30 years that are sold through the Agent, as agent of
the Company, will be negotiated between the Company and the Agent at the time
of such sale.

Unless otherwise specified in the applicable Pricing Supplement, any
Note sold to the Agent as principal will be purchased by the Agent at a price
equal to 100% of the principal amount thereof less a percentage of the
principal amount equal to the commission applicable to an agency sale of a
Note of identical maturity. The Agent may sell Notes that it has purchased
from the Company as principal to certain dealers less a concession equal to
all or any portion of the discount received in connection with such purchase.
The Agent may allow, and such dealers may reallow, a discount to certain other
dealers. After the initial offering of Notes, the offering price (in the case
of Notes to be resold on a fixed offering price basis), the concession and the
reallowance may be changed.

The Company has reserved the right to sell the Notes directly on its
own behalf. No commission will be payable on any Notes sold directly by the
Company.

The Company reserves the right to withdraw, cancel or modify the
offer made hereby without notice. The Company will have the sole right to
accept offers to purchase Notes and may reject offers in whole or in part
(whether placed directly with the Company or through the Agent). The Agent
will have the right, in its discretion reasonably exercised, to reject in
whole or in part any offer to purchase Notes received by it on an agency
basis.

Unless otherwise specified in the applicable Pricing Supplement,
payment of the purchase price of the Notes will be required to be made in
immediately available funds in United States dollars in Columbus, Ohio, on the
date of settlement. See "DESCRIPTION OF NOTES--General."

Upon issuance, the Notes will not have an established trading market.
The Notes will not be listed on any securities exchange. The Agent may from
time to time purchase and sell Notes in the secondary market, but the Agent is
not obligated to do so, and there can be no assurance that there will be a
secondary market for the Notes or that there will be liquidity in the
secondary market if one develops. From time to time, the Agent may make a
market in the Notes, but the Agent is not obligated to do so and may
discontinue any market-making activity at any time.

Until the distribution of the Notes is completed, rules of the
Securities and Exchange Commission may limit the ability of the Agent to bid
for and purchase Notes. As an exception to these rules, the Agent is
permitted to engage in certain transactions that stabilize the price of the
Notes. Such transactions may consist of bids or purchases for the purpose of
pegging, fixing or maintaining the price of the Notes.

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<PAGE>

If the Agent creates a short position in the Notes in connection with
the offering, (i.e., if the Agent sells more Notes than are set forth on the
cover page of the Prospectus Supplement), the Agent may reduce that short
position by purchasing Notes in the open market.

In general, purchases of a security for the purpose of price
stabilization or to reduce a short position could cause the price of the
security to be higher than it might otherwise be in the absence of such
purchases.

Neither the Company nor the Agent makes any representation or
prediction as to the direction or magnitude of any effect that the
transactions described above may have on the price of the Notes. In addition,
neither the Company nor the Agent makes any representation that the Agent will
engage in such transactions or that such transactions, once commenced, will
not be discontinued without notice.

The Agent may be deemed to be an "underwriter" within the meaning of
the Securities Act of 1933, as amended (the "Securities Act"). The Company
has agreed to indemnify the Agent against, and in certain instances to provide
contribution with respect to, certain liabilities (including liabilities under
the Securities Act). The Company has agreed to reimburse the Agent for
certain other expenses.

The Agent has, from time to time, provided, and may continue to
provide in the future, various investment banking and/or financial advisory
services to the Company and certain of its affiliates, for which certain
customary compensation has been, and will be, received. The Agent also acts
as a market maker for the Company's common stock. National City Bank of
Indiana, an affiliate of the Agent, currently provides the Company and an
Affiliate Bank with unsecured lines of credit in the aggregate amount of $22.5
million.

From time to time, the Company may issue and sell other Debt
Securities described in the accompanying Prospectus, and the amount of Notes
offered hereby is subject to reduction as a result of such sales.

LEGAL MATTERS

The validity of the Notes offered hereby and the description of
Federal income tax matters contained in this Prospectus Supplement will be
passed upon for the Company by Krieg DeVault Alexander & Capehart,
Indianapolis, Indiana. Certain legal matters will be passed upon for the Agent
by Baker & Daniels, Indianapolis, Indiana.

S-35
<PAGE>

INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THAT THE REGISTRATION STATEMENT
BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR
THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THE
SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF
ANY SUCH STATE.

SUBJECT TO COMPLETION, DATED JULY 10, 1997

$150,000,000

OLD NATIONAL BANCORP

DEBT SECURITIES

---------------

Old National Bancorp (the "Company") may offer from time to time up
to $150,000,000 aggregate principal amount of its debt securities consisting
of debentures, notes and/or other unsecured evidences of indebtedness (the
"Debt Securities"). The Debt Securities will be direct, unsecured obligations
of the Company and will rank equally with all other unsecured and
unsubordinated indebtedness of the Company. See "DESCRIPTION OF DEBT
SECURITIES."

The Debt Securities may be offered as separate series in amounts, at
prices and on terms to be determined at the time of sale. The title,
aggregate principal amount, initial public offering price, denominations,
maturity, interest rate (which may be fixed or floating) or amount and time of
payment of any interest, any terms for redemption at the option of the Company
or repayment at the option of the holder, any terms for sinking fund payments,
any listing on a securities exchange, any exercise provisions and any other
terms in connection with the offering and sale of the Debt Securities in
respect of which this Prospectus is being delivered will be set forth in one
or more supplements to this Prospectus (each, a "Prospectus Supplement" (which
term includes any Pricing Supplement or Supplements)).

The Company may sell the Debt Securities directly, through agents,
underwriters or dealers as designated from time to time or through a
combination of such methods. If any such agents, underwriters or dealers are
involved in the sale of the Debt Securities in respect of which this
Prospectus is being delivered, the names of such agents, underwriters or
dealers and any applicable agent's commission, underwriter's discount or
dealer's purchase price and the net proceeds to the Company from such sale
will be set forth in, or may be calculated on the basis set forth in, the
applicable Prospectus Supplement. See "PLAN OF DISTRIBUTION" for possible
indemnification arrangements for any such agents, underwriters or dealers.

<PAGE>

This Prospectus may not be used to consummate sales of the Debt
Securities without delivery of one or more Prospectus Supplements.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.

THE DATE OF THIS PROSPECTUS IS , 1997

<PAGE>
AVAILABLE INFORMATION

The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other information
with the Securities and Exchange Commission (the "Commission"). Such reports,
proxy statements and other information filed by the Company may be inspected
and copied at the public reference facilities maintained by the Commission at
450 Fifth Street, N.W., Washington, D.C. 20549, and at the Commission's
Regional Offices at 500 West Madison Street, Chicago, Illinois 60661 and Seven
World Trade Center, New York, New York 10048. Copies of such materials may be
obtained from the Public Reference Section of the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549, at prescribed rates. The Commission
maintains a site on the World Wide Web at http://www.sec.gov, which contains
certain reports, proxy and information statements and other information
regarding registrants, including the Company, that file documents
electronically with the Commission.

The Company has filed with the Commission a registration statement on
Form S-3 (herein, together with all amendments and exhibits thereto, referred
to as the "Registration Statement") under the Securities Act of 1933, as
amended (the "Securities Act") with respect to the Debt Securities being
offered by this Prospectus. This Prospectus, which constitutes a part of the
Registration Statement, does not contain all of the information set forth in
the Registration Statement, certain portions of which are omitted in
accordance with the rules and regulations of the Commission. For further
information with respect to the Company and the Debt Securities, reference is
hereby made to the Registration Statement. Statements contained herein
concerning the provisions of any document filed as an exhibit to the
Registration Statement or otherwise filed with the Commission are not
necessarily complete, and in each instance reference is made to the copy of
such document so filed with the Commission. Each such statement is qualified
in its entirety by such reference. Such exhibits may be inspected without
charge at the Public Reference Section of the Commission at 450 Fifth Street,
N.W., Washington, D.C. 20549. Copies of the Registration Statement may be
obtained from the Commission upon payment of the prescribed fees.

2
<PAGE>

INCORPORATION BY REFERENCE

The following documents, which have been filed by the Company with
the Commission pursuant to Section 13 of the Exchange Act (File No. 0-10888),
are incorporated by reference into this Prospectus and will be deemed to be a
part hereof:

(a) the Company's Annual Report on Form 10-K for the year ended
December 31, 1996; and

(b) the Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1997.

All documents filed by the Company pursuant to Section 13(a), 13(c),
14 and 15(d) of the Exchange Act subsequent to the date of this Prospectus and
prior to the termination of the offering of the Debt Securities made hereby
will be deemed to be incorporated by reference into this Prospectus and to be
a part hereof from the date of filing of such document.

Any statement contained herein, in a Prospectus Supplement or in a
document incorporated or deemed to be incorporated by reference herein will be
deemed to be modified or superseded for purposes of the Registration Statement
and this Prospectus to the extent that a statement contained herein, in a
Prospectus Supplement or in any subsequently filed document which also is or
is deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded will not be deemed,
except as so modified or superseded, to constitute a part of the Registration
Statement or this Prospectus.

THE COMPANY WILL PROVIDE WITHOUT CHARGE TO EACH PERSON, INCLUDING ANY
BENEFICIAL OWNER, TO WHOM A COPY OF THIS PROSPECTUS IS DELIVERED, UPON THE
WRITTEN OR ORAL REQUEST OF SUCH PERSON, A COPY OF ANY OR ALL OF THE DOCUMENTS
WHICH ARE INCORPORATED HEREIN BY REFERENCE, OTHER THAN EXHIBITS TO SUCH
DOCUMENTS (UNLESS SUCH EXHIBITS ARE SPECIFICALLY INCORPORATED BY REFERENCE
INTO SUCH DOCUMENTS). REQUESTS SHOULD BE DIRECTED TO THE COMPANY, 420 MAIN
STREET, EVANSVILLE, INDIANA 47708, ATTENTION: JEFFREY L. KNIGHT, CORPORATE
SECRETARY AND GENERAL COUNSEL; TELEPHONE (812) 464-1434.

3
<PAGE>

NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE
ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN
OR INCORPORATED BY REFERENCE INTO THIS PROSPECTUS OR ANY ACCOMPANYING
PROSPECTUS SUPPLEMENT AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE
COMPANY OR ANY UNDERWRITER, AGENT OR DEALER. NEITHER THE DELIVERY OF THIS
PROSPECTUS OR ANY PROSPECTUS SUPPLEMENT NOR ANY SALE MADE THEREUNDER WILL,
UNDER ANY CIRCUMSTANCES, CREATE AN IMPLICATION THAT THERE HAS BEEN NO CHANGE
IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR THEREOF. THIS
PROSPECTUS AND ANY RELATED PROSPECTUS SUPPLEMENT DO NOT CONSTITUTE AN OFFER TO
SELL OR A SOLICITATION OF AN OFFER TO BUY ANY OF THE SECURITIES OFFERED HEREBY
IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR
SOLICITATION IN SUCH JURISDICTION.

THE COMPANY

The Company is a multi-bank holding company that, at March 31, 1997,
operated 119 banking offices in Indiana, Illinois and Kentucky through its
bank subsidiaries (the "Affiliate Banks"). At March 31, 1997, the Company had
total consolidated assets of $5.4 billion, total consolidated deposits of $4.2
billion and total consolidated shareholders' equity of $453.4 million and
ranked as the largest publicly owned independent bank holding company
headquartered in the State of Indiana measured by total consolidated assets.

The Company began an acquisition program in 1985 and has acquired 35
financial institutions since that time. The Company also owns nonbank
subsidiaries that provide fiduciary and trust, securities brokerage,
investment, consumer lending, insurance agency and data processing services.
The Company continues to explore opportunities to acquire banks, savings
associations and nonbank companies as permitted by the Bank Holding Company
Act of 1956, as amended (the "BHC Act"). The Company regularly reviews,
analyzes and engages in discussions regarding possible additional
acquisitions. It is not presently known whether, or on what terms, such
discussions will result in further acquisitions. Such acquisitions may be
pending, from time to time, during the time that the Debt Securities are being
offered.

The Company is a legal entity separate and distinct from its
Affiliate Banks and nonbank subsidiaries. Accordingly, the right of the
Company, and thus the right of the Company's creditors and shareholders, to
participate in any distribution of the assets or earnings of any of the
Affiliate Banks or nonbank subsidiaries is necessarily subject to the prior
claims of creditors of such subsidiaries, except to the extent that claims of
the Company, in its capacity as a creditor, may be recognized. The principal
sources of the Company's revenues are dividends and fees from its Affiliate
Banks and nonbank subsidiaries. See "REGULATORY MATTERS -- Dividend
Restrictions" for a discussion of the restrictions on the Affiliate Banks'
ability to pay dividends to the Company.

4
<PAGE>

The Company was incorporated as an Indiana corporation in 1982 and
has functioned as a bank holding company since its formation. The Company's
principal executive offices are located at 420 Main Street, Evansville,
Indiana 47708, and its telephone number is (812) 464-1434.

USE OF PROCEEDS

Except as may otherwise be provided in an applicable Prospectus
Supplement, the net proceeds to be received by the Company from the sale of
the Debt Securities being offered hereby will be used for repayment of
indebtedness, investments in and advances to subsidiaries of the Company,
common stock repurchases by the Company and other general corporate purposes,
including possible future acquisitions. Pending the uses described above,
such net proceeds may be invested in short-term investments.

SELECTED CONSOLIDATED FINANCIAL INFORMATION

The following selected consolidated financial information for the
years ended December 31, 1992 through 1996 was derived from consolidated
financial statements of the Company and its subsidiaries which have been
audited by Arthur Andersen LLP, independent auditors for the Company, and is
qualified in its entirety by reference to such financial statements. Such
information below should be read in conjunction with the consolidated
financial statements, related notes and other financial information
incorporated herein by reference. See "INCORPORATION BY REFERENCE." The
financial information for the three months ended March 31, 1997 and 1996 is
unaudited but, in the opinion of management, all adjustments, consisting of
normal recurring adjustments, necessary for a fair presentation for such
periods have been included. The results for the three months ended March 31,
1997 are not necessarily indicative of the results of a full year or for
future periods. Dollar amounts shown in the table below are in thousands,
except for selected performance ratios.

Three months
ended March 31 Years ended December 31
-------------- -----------------------
1997 1996 1996 1995 1994 1993 1994
RESULTS OF OPERATIONS
(taxable equivalent basis)
<S> <C> <C> <C> <C> <C> <C> <C>
Interest income. . . . . . . . . . . . $106,181 $99,236 $408,070 $389,131 $343,852 $336,890 $351,404

Interest expense . . . . . . . . . . . 49,177 47,315 190,631 186,500 146,152 144,427 166,991
-------- ------- -------- -------- -------- -------- --------
Net interest income. . . . . . . . . . 57,004 51,921 217,439 202,631 197,700 192,463 184,413

Provision for loan losses. . . . . . . 3,757 2,002 11,012 7,135 7,754 10,359 11,919
-------- ------- -------- -------- -------- -------- --------

Net interest income after
provision for loan losses . . . . . . 53,247 49,919 206,427 195,496 189,946 182,104 172,494

Noninterest income . . . . . . . . . . 11,433 10,262 44,801 39,594 34,876 33,993 29,485

Noninterest expense. . . . . . . . . . 38,154 35,841 152,320 147,315 147,295 135,259 123,451
-------- ------- -------- -------- -------- -------- --------

Income before income taxes . . . . . . 26,526 24,340 98,908 87,775 77,527 80,838 78,528

Income taxes . . . . . . . . . . . . . 10,468 9,668 38,729 33,836 28,524 30,268 29,913
-------- ------- -------- -------- -------- -------- --------

Net Income . . . . . . . . . . . . . . $ 16,058 $14,672 $ 60,179 $ 53,939 $ 49,003 $ 50,570 $ 48,615
======== ======= ======== ======== ======== ======== ========

</TABLE>

5
<PAGE>

Three months
ended March 31 Years ended December 31
-------------- -----------------------
1997 1996 1996 1995 1994 1993 1992
<S> <C> <C> <C> <C> <C> <C> <C>
PERIOD END BALANCES
Total assets $5,409,228 $5,067,471 $5,366,591 $5,103,195 $4,909,804 $4,748,112 $4,434,160

Total loans, net of
unearned income 3,535,543 3,272,746 3,523,300 3,261,746 3,098,820 2,810,453 2,606,563

Total deposits 4,208,029 4,137,256 4,268,024 4,183,082 3,875,752 3,898,967 3,723,039
Shareholders' equity 453,355 459,643 458,526 461,424 440,671 435,406 406,137

SELECTED PERFORMANCE RATIOS (based on averages)

Return on assets 1.21% 1.16% 1.17% 1.09% 1.03% 1.09% 1.11%

Return on equity (1) 14.27 12.93 13.29 12.01 10.92 11.38 12.45
Equity to assets 8.60 9.20 8.90 8.99 9.35 9.58 8.89

Primary capital to assets 9.45 10.01 9.72 9.85 10.25 10.43 9.72

Net charge-offs to
average loans 0.30 0.17 0.33 0.26 0.28 0.25 0.31

Allowance for loan losses
to average loans 1.31 1.28 1.31 1.28 1.43 1.57 1.47

</TABLE>

(1) Excludes unrealized gains (losses) on investment securities.

RATIO OF EARNINGS TO FIXED CHARGES

The following table sets forth the historical consolidated ratios of
earnings to fixed charges of the Company and its subsidiaries for the periods
indicated:

Three months ended
March 31 Years Ended December 31
------------------ -----------------------
1997 1996 1996 1995 1994 1993 1992

<S> <C> <C> <C> <C> <C> <C> <C>
RATIO OF EARNINGS TO FIXED CHARGES (1)
Excluding interest on deposits 3.46x 4.49x 3.99x 3.68x 4.07x 5.50x 5.37x
Including interest on deposits 1.47 1.44 1.44 1.40 1.44 1.48 1.42
</TABLE>

(1) The ratio of earnings to fixed charges for the Company is computed by
dividing earnings by fixed charges. For purposes of calculating the
ratio of earnings to fixed charges, "earnings" is defined as pretax
income from continuing operations plus fixed charges. "Fixed
charges" include the total of interest expense, capitalized interest,
expensed or capitalized amortization of debt expense and any related
discount or premium, and such portion of rental expense which is
representative of the interest factor of each such rental.

6
<PAGE>

REGULATORY MATTERS

The following discussion sets forth certain elements of the
regulatory framework applicable to bank holding companies and their
subsidiaries and provides certain specific information relevant to the
Company. This regulatory framework is intended primarily for the protection
of depositors and the Federal deposit insurance funds and not for the
protection of holders of securities, including the Debt Securities. To the
extent that the following information describes statutory or regulatory
provisions, it is qualified in its entirety by reference to those provisions.
A change in the statutes, regulations or regulatory policies applicable to the
Company or its subsidiaries may have a material effect on the business of the
Company.

GENERAL

As a bank holding company, the Company is subject to regulation under
the BHC Act, and to inspection, examination and supervision by the Board of
Governors of the Federal Reserve System ("Federal Reserve"). Under the BHC
Act, bank holding companies generally may not acquire ownership or control of
more than 5% of the voting shares or substantially all the assets of any
company, including a bank, without the Federal Reserve's prior approval.
Similarly, bank holding companies generally may not acquire ownership or
control of a savings association without the prior approval of the Federal
Reserve. Further, branching by the Affiliate Banks is subject to the
jurisdiction, and requires the prior approval, of each Affiliate Bank's
primary federal banking regulator and, if the Affiliate Bank is a
state-chartered bank, the appropriate state banking regulator. In addition,
bank holding companies generally may engage, directly or indirectly, only in
banking and such other activities as are determined by the Federal Reserve to
be closely related to banking. Under the BHC Act, the Federal Reserve has the
authority to require a bank holding company to terminate any activity or
relinquish control of the nonbank subsidiary (other than a nonbank subsidiary
of a bank) upon the Federal Reserve's determination that such activity or
control constitutes a risk to the financial soundness and stability of any
bank subsidiary of the bank holding company. The Company and the Affiliate
Banks are subject to the Federal Reserve Act, which limits borrowings by the
Company and its nonbank subsidiaries from the Affiliate Banks and also limits
various other transactions between the Company and its nonbank subsidiaries
with the Affiliate Banks.

The Affiliate Banks which are national banks are supervised,
regulated and examined by the Office of the Comptroller of the Currency
("OCC"). The Affiliate Banks which are state banks chartered in Indiana are
supervised, regulated and examined by the Indiana Department of Financial
Institutions. The Affiliate Banks chartered in Kentucky are supervised,
regulated and examined by the Kentucky Department of Financial Institutions,
and those Affiliate Banks chartered in Illinois are supervised, regulated and
examined by the Illinois Commissioner of Banks and Trust Companies. In
addition, those Affiliate Banks which are state banks and members of the
Federal Reserve System are supervised and regulated by the Federal Reserve,
and those state banks which are not members of the Federal Reserve System are
supervised and regulated by the Federal Deposit Insurance Corporation
("FDIC"). The single Affiliate Bank which is a federal savings association is
supervised, regulated and examined by the Office of Thrift Supervision. Each
banking regulator has the authority to issue cease-and-desist orders if it
determines that the activities of a bank regularly represent an unsafe and
unsound banking practice or a violation of law.

7
<PAGE>

Both Federal and state law extensively regulates various aspects of
the banking business, such as, for example, reserve and capital requirements,
truth-in-lending and truth-in-savings disclosure, equal credit opportunity,
fair credit reporting, trading in securities and other aspects of banking
operations. The Company, the Affiliate Banks and the Company's nonbank
subsidiaries are also affected by the fiscal and monetary policies of the
Federal government and the Federal Reserve and by various other governmental
laws, regulations and requirements. Further, the earnings of the Company and
Affiliate Banks are affected by general economic conditions and prevailing
interest rates. Legislation and administrative actions affecting the banking
industry are frequently considered by the United States Congress, state
legislatures and various regulatory agencies. It is not possible to predict
with certainty whether such legislation or administrative actions will be
enacted or the extent to which the banking industry, in general, or the
Company and the Affiliate Banks, in particular, would be affected.

LIABILITY FOR BANK SUBSIDIARIES

The Federal Reserve has a policy to the effect that a bank holding
company is expected to act as a source of financial and managerial strength to
each of its subsidiary banks and to maintain resources adequate to support
each such subsidiary bank. This support may be required at times when the
Company may not have the resources to provide it. In addition, Section 55 of
the National Bank Act permits the OCC to order the pro rata assessment of
shareholders of a national bank whose capital has become impaired. If a
shareholder fails within three months to pay such an assessment, the OCC can
order the sale of the shareholder's stock to cover the deficiency. In the
event of a bank holding company's bankruptcy, any commitment by the bank
holding company to a federal bank regulatory agency to maintain the capital of
a subsidiary bank would be assumed by the bankruptcy trustee and entitled to
priority of payment.

Any depository institution insured by the FDIC may be held liable for
any loss incurred, or reasonably expected to be incurred, by the FDIC in
connection with (i) the default of a commonly controlled FDIC-insured
depository institution, or (ii) any assistance provided by the FDIC to a
commonly controlled FDIC-insured depository institution in danger of default.
"Default" is defined generally as the appointment of a conservator or receiver
and "in danger of default" is defined generally as the existence of certain
conditions indicating that a "default" is likely to occur in the absence of
regulatory assistance. In the event that such a default occurred with respect
to a bank, any loans to the bank from its parent holding company would be
subordinate in right of payment to payment of the bank's depositors and
certain of its other obligations.

CAPITAL REQUIREMENTS

The Company is subject to capital ratios, requirements and guidelines
imposed by the Federal Reserve, which are substantially similar to the ratios,
requirements and guidelines imposed by the Federal Reserve, the OCC and the
FDIC on the banks within their respective jurisdictions. These capital
requirements establish higher capital standards for banks and bank holding
companies that assume greater credit risks. For this purpose, a bank's or
holding company's assets and certain

8
<PAGE>

specified off-balance sheet commitments are assigned to four risk categories,
each weighted differently based on the level of credit risk that is ascribed
to such assets or commitments. A bank's or holding company's capital is
divided into two tiers: "Tier 1" capital, which includes common shareholders
equity, non-cumulative perpetual preferred stock and related surplus
(excluding auction rate issues), minority interests in equity accounts of
consolidated subsidiaries, less goodwill, certain identifiable intangible
assets and certain other assets; and "Tier 2" capital, which includes, among
other items, perpetual preferred stock not meeting the Tier 1 definition,
mandatory convertible securities, subordinated debt and allowances for loan
and lease losses, subject to certain limitations, less certain required
deductions.

Bank holding companies currently are required to maintain Tier 1 and
total capital (the sum of Tier 1 and Tier 2 capital) equal to at least 4% and
8% of total risk-weighted assets, respectively. At March 31, 1997, the
Company met both requirements, with Tier 1 and total capital equal to 12.71%
and 14.84% of its total risk-weighted assets, respectively.

In addition to the risk-based capital guidelines, the Federal Reserve
requires bank holding companies to maintain a minimum "leverage ratio" (Tier 1
capital to adjusted total assets) of 3%, if the holding company has the
highest regulatory rating and meets certain other requirements. The Company
maintains the highest regulatory rating for risk-based capital purposes and,
accordingly, is required to maintain a minimum "leverage ratio" of 3%. All
other bank holding companies are required to maintain a leverage ratio of 3%
plus at least 100 to 200 basis points. At March 31, 1997, the Company's
leverage ratio was 8.24%.

The foregoing capital requirements are minimum requirements. The
Federal Reserve may set capital requirements higher than the minimums
described above for holding companies whose circumstances warrant it. For
example, holding companies experiencing or anticipating significant growth may
be expected to maintain capital ratios including tangible capital positions
well above the minimum levels. The Federal Reserve has not, however, imposed
any such special capital requirements on the Company.

Additionally, the Federal Deposit Insurance Corporation Improvement
Act of 1991 ("FDICIA"), among other things, identifies five capital categories
for insured depository institutions (well capitalized, adequately capitalized,
undercapitalized, significantly undercapitalized and critically
undercapitalized) and requires the respective Federal regulatory agencies to
implement systems for "prompt corrective action" for insured depository
institutions that do not meet minimum capital requirements within such
categories. FDICIA imposes progressively more restrictive constraints on
operations, management and capital distributions, depending on the category in
which an institution is classified. Failure to meet the capital guidelines
could also subject a banking institution to capital raising requirements. An
"undercapitalized" bank must develop a capital restoration plan and its parent
holding company must guarantee the bank's compliance with the plan. The
liability of the parent holding company under any such guarantee is limited to
the lesser of 5% of the bank's assets at the time it became "undercapitalized"
or the amount needed to comply with the plan. Furthermore, in the event of
the bankruptcy of the parent holding company, such guarantee would take
priority over the parent's general unsecured creditors. In addition, FDICIA
requires the various regulatory agencies to prescribe certain non-capital
standards for safety and executive compensation and permits regulatory action
against a financial institution that does not meet such standards.

9
<PAGE>
DIVIDEND RESTRICTIONS

The Company is dependent to a large extent on dividends from its
Affiliate Banks for its revenues. Various federal and state statutory
provisions limit the amount of dividends the Affiliate Banks can pay to the
Company without regulatory approval. At March 31, 1997, $26.5 million of the
total shareholders equity of the Affiliate Banks was available for payment of
dividends to the Company without approval by the applicable regulatory
authority.

In addition, federal bank regulatory authorities have authority to
prohibit the Company's affiliate banks from engaging in an unsafe or unsound
practice in conducting their business. The payment of dividends, depending
upon the financial condition of the bank in question, could be deemed to
constitute such an unsafe or unsound practice. The ability of the Affiliate
Banks to pay dividends in the future is presently, and could be further,
influenced by bank regulatory policies and capital guidelines as well as each
Affiliate Bank's earnings and financial condition.

INTERSTATE BANKING

Under the Riegle-Neal Interstate Banking and Branching Efficiency Act
of 1994 (the "Riegle-Neal Act"), subject to certain concentration limits, (i)
bank holding companies, such as the Company, are permitted to acquire banks
and bank holding companies located in any state of the United States, subject
to certain restrictions, and (ii) banks are permitted, beginning June 1, 1997,
to acquire branch offices outside their home states by merging with
out-of-state banks, purchasing branches in other states or establishing de
novo branch offices in other states; provided that, in the case of any such
purchase or opening of individual branches, the host state has adopted
legislation "opting in" to the relevant provisions of the Riegle-Neal Act; and
provided further, that, in the case of a merger with a bank located in another
state, the host state has not adopted legislation "opting out" of the relevant
provisions of the Riegle-Neal Act. The Company may, under the Riegle-Neal
Act, acquire banks in additional states and combine its Affiliate Banks under
a smaller number of separate bank charters.

DESCRIPTION OF DEBT SECURITIES

The Debt Securities are to be issued under an Indenture dated as of
, 1997, as amended, supplemented or modified from time to time (the
"Indenture"), between the Company and Bank One, NA, as trustee (together
with any successor in such capacity, the "Trustee").

The form of the Indenture is filed as an exhibit to the Registration
Statement of which this Prospectus is a part. The statements and descriptions
in this Prospectus or in any Prospectus Supplement regarding provisions of the
Debt Securities and the Indenture are summaries thereof, do not purport to be
complete and are subject to, and are qualified in their entirety by reference
to, all of the provisions of the Indenture and the Debt Securities, including
the definitions therein of certain terms. Certain capitalized terms used but
not otherwise defined herein have the meanings assigned to them in the
Indenture. Wherever particular sections of the Indenture or terms that are
defined in the Indenture are referred to herein or in a Prospectus Supplement,
it is intended that such sections or defined terms will be incorporated by
reference herein or therein, as the case may be.

10
<PAGE>

GENERAL

The Debt Securities will be direct, unsecured and unsubordinated
obligations of the Company and may be issued in one or more series. The
particular terms of each series of Debt Securities, as well as any
modifications or additions to the general terms of the Debt Securities as
described herein which may be applicable in the case of a particular series of
Debt Securities, are described in the Prospectus Supplement relating to such
series of Debt Securities. Accordingly, for a description of the terms of a
particular series of Debt Securities, reference must be made to both the
Prospectus Supplement relating thereto and to the description of Debt
Securities set forth in this Prospectus.

Reference is made to the Prospectus Supplement for the terms of the
particular series of Debt Securities being offered thereby, including, but not
limited to, the following: (i) the title of such Debt Securities and the
series in which such Debt Securities will be included; (ii) any limit on the
aggregate principal amount of such Debt Securities; (iii) the percentage of
their principal amount at which such Debt Securities will be issued and, in
the case of Original Issue Discount Securities, the principal amount thereof
payable upon acceleration of the maturity thereof; (iv) the date or dates on
which the principal of such Debt Securities is payable or the manner in which
such dates are determined; (v) the rate or rates (which may be fixed or
floating) or amount or amounts per annum at which such Debt Securities will
bear interest, if any, or the method of determining such rates or amounts;
(vi) the date from which such interest, if any, on such Debt Securities will
accrue, the dates on which such interest, if any, will be payable, the date on
which payment of such interest, if any, will commence and the record dates for
such interest payment dates, if any; (vii) the places of payment and the
places where such Debt Securities may be surrendered for registration of
transfer or exchange; (viii) the terms of any mandatory or optional redemption
(including any sinking fund provisions or any provisions for repayment at the
option of a Holder or upon the occurrence of a specified event); (ix) whether
such Debt Securities are to be issued initially or permanently in the form of
a global Debt Security and, if so, the identity of the Depository (as
hereinafter defined) for such global Debt Security; (x) any deletions from,
modifications of or additions to the Events of Default or covenants of the
Company with respect to such Debt Securities; and (xi) any other terms of such
Debt Securities.

The Indenture does not limit the aggregate principal amount of Debt
Securities that may be issued thereunder or of any particular series of such
Debt Securities and provides that the Debt Securities may be issued thereunder
from time to time in one or more series up to the aggregate principal amount
which may be authorized from time to time by the Company. (Section 301 of the
Indenture) All Debt Securities issued under the Indenture will rank equally
and ratably with any other Debt Securities issued thereunder and other
unsecured and unsubordinated debt of the Company outstanding from time to
time. Because the Company is a holding company, the right of the Company, and
hence the right of creditors of the Company (including the Holders of the Debt
Securities), to participate in any distribution of the assets of any
subsidiary upon its liquidation or reorganization or otherwise is necessarily
subject to the prior claims of creditors of the subsidiary, except to the
extent that claims of the Company itself as a creditor of the subsidiary may
be recognized.

11
<PAGE>

Unless the Prospectus Supplement relating to a particular series of
Debt Securities specifies otherwise, Debt Securities will be issued in
denominations of $1,000 and integral multiples of $1,000 in excess thereof.
No service charge will be made for any transfer or exchange of Debt
Securities, but the Company may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.
(Sections 302 and 305 of the Indenture)

Some of the Debt Securities may be issued under the Indenture as
Original Issue Discount Securities (bearing no interest or interest at a rate
which at the time of issuance is below market rates) to be sold at a discount
below their stated principal amount. Certain United States Federal income tax
consequences and other special considerations applicable to any such Original
Issue Discount Securities will be described in the Prospectus Supplement
relating thereto.

Unless otherwise indicated in the Prospectus Supplement relating to a
particular series of Debt Securities, the principal of and any premium or
interest on Debt Securities issued in certificated form will be payable, and,
subject to certain limitations, the transfer of Debt Securities will be
registrable, at the offices of the Trustee designated for that purpose in
Columbus, Ohio and The City of New York, provided that at the option of the
Company, interest may be paid by check, wire transfer or any other means
permitted in the form of such Debt Securities. Unless otherwise indicated in
an applicable Prospectus Supplement, payment of any installment of interest on
a Debt Security will be made to the person in whose name such Debt Security is
registered at the close of business on the Regular Record Date for such
interest payment. In the case of global Debt Securities (which will be
registered in the name of the Depository or its nominee), payment will be made
to the Depository or its nominee in accordance with the then-existing
arrangements between the paying agent(s) for such global Debt Securities and
the Depository. (Sections 305, 307 and 1002 of the Indenture) Reference is
also made to the section entitled "DESCRIPTION OF NOTES--Book-Entry Notes" in
the accompanying Prospectus Supplement.

The Indenture does not contain any provision that limits the ability
of the Company to incur indebtedness (either directly or through merger or
consolidation) or that would afford Holders of Debt Securities protection in
the event of a highly leveraged or similar transaction involving the Company,
except as described herein under "DESCRIPTION OF DEBT SECURITIES--Limitation
on Liens" and "--Merger and Consolidation." Reference is made to the
Prospectus Supplement relating to the series of Debt Securities offered
thereby for information with respect to any deletions from, modifications of
or additions to, the Events of Default or covenants that may be included in
the terms of such series of Debt Securities, including any addition of a
covenant or other provision providing event risk or similar protection.

12
<PAGE>

Under the Indenture, the Company will have the ability, in addition
to the ability to issue Debt Securities with terms different from those of
Debt Securities previously issued, to "reopen" a previous issue of a series of
Debt Securities and issue additional Debt Securities of such series.

LIMITATION ON LIENS

Under the Indenture, the Company may not, and may not permit any
Subsidiary to, create or suffer to permit or exist any lien of any kind, as
security for borrowed money so long as any of the Debt Securities or coupons
appertaining thereto are Outstanding, upon the shares of capital stock of any
Significant Subsidiary without effectively providing prior to or concurrently
therewith that the Debt Securities will be secured equally and ratably with or
prior to the indebtedness or other obligations secured by such lien. (Section
1007 of the Indenture) Under the Indenture, a "Significant Subsidiary" is a
Subsidiary of the Company, the total assets of which equal or exceed 25% of
the total assets of the Company as shown on the Company's consolidated balance
sheet at the end of the fiscal quarter prior to the date of determination.

LIMITATION ON SALE OF STOCK

Under the Indenture, the Company may not, and may not permit any
Significant Subsidiary to, sell, assign, transfer or otherwise dispose of, and
will not permit any Significant Subsidiary to issue (other than to the
Company), any capital stock of such Significant Subsidiary or securities
convertible into, or options, warrants or rights to subscribe for or to
purchase, any capital stock of any such Significant Subsidiary except with
respect to sales of shares of capital stock of the Significant Subsidiary (i)
to an individual for the purpose of qualifying such individual to serve as a
director of such Significant Subsidiary; (ii) for cash consideration that is
at least equal to the fair market value of such stock if the Company will
continue to own not less than 80% of each class of capital stock of such
Significant Subsidiary; (iii) made in connection with a merger or
consolidation if, after giving effect to such merger or consolidation, the
Company's or any such Significant Subsidiary's proportionate ownership share
in the resulting or surviving entity is not less than its proportionate
ownership share in such Significant Subsidiary immediately prior to such
merger or consolidation; (iv) made in compliance with a final order of a court
or regulatory authority of competent jurisdiction; or (v) made by a
Significant Subsidiary to the Company. (Section 1008 of the Indenture)

EVENTS OF DEFAULT, NOTICE AND WAIVER

Unless otherwise indicated in the Prospectus Supplement relating to a
particular series of Debt Securities, if an Event of Default with respect to
any Debt Securities of any series Outstanding under the Indenture will occur
and be continuing, the Trustee or the Holders of at least 25% in aggregate
principal amount of the Debt Securities of that series Outstanding may
declare, by notice as provided in the Indenture, the principal amount (or such
lesser amount as may be provided for in the Debt Securities of that series) of

13
<PAGE>

all the Debt Securities of that series Outstanding to be due and payable
immediately; provided, that in the case of an Event of Default involving
certain events in bankruptcy, insolvency or reorganization, acceleration is
automatic; and, provided further, that if all Events of Default with respect
to Debt Securities of that series will have been cured, or waived as
hereinafter provided, and all amounts due otherwise than on account of such
acceleration will have been paid or deposited with the Trustee, the Holders of
a majority in aggregate principal amount of the Debt Securities of that series
then Outstanding may rescind and annul such acceleration and its consequences.
(Section 502 of the Indenture) Upon acceleration of the Maturity of Original
Issue Discount Securities, an amount less than the principal amount thereof
will become due and payable. Reference is made to the Prospectus Supplement
relating to any Original Issue Discount Securities for the particular
provisions relating to acceleration of the Maturity thereof. Any past default
under the Indenture with respect to Debt Securities of any series, and any
Event of Default arising therefrom, may be waived by the Holders of a majority
in aggregate principal amount of the Debt Securities of such series
Outstanding under the Indenture, except in the case of (i) default in payment
of the principal of or any premium or interest on, or any Additional Amounts
in respect of, any Debt Securities of such series or (ii) default in respect
of a covenant or provision which may not be amended or modified without the
consent of the Holder of each Outstanding Debt Security of such series
affected. (Section 513 of the Indenture)

Each of the following constitutes an Event of Default with respect to
each series of Debt Securities under the Indenture: (i) default in the
payment of any interest or Additional Amounts payable in respect of any Debt
Security of such series or any coupon appertaining thereto when such interest
or Additional Amounts become due and payable, and continuance of such default
for a period of 30 days; (ii) default in the payment of the principal of and
any premium on any Debt Security of such series when it becomes due and
payable, whether at the Stated Maturity, upon redemption or repayment, by
acceleration or otherwise; (iii) default in the making of any sinking fund
payment on any Debt Security of such series; (iv) default in the performance
or breach of any covenant or warranty of the Company contained in the
Indenture for the benefit of such series or in the Debt Securities of such
series, and the continuance of such default or breach for 90 days after
written notice has been given as provided in the Indenture; (v) acceleration
of the maturity of indebtedness for money borrowed of the Company in a
principal amount in excess of $25 million if such acceleration is not annulled
or such indebtedness is not discharged within 15 days after written notice as
provided in the Indenture; (vi) certain events in bankruptcy, insolvency or
reorganization; and (vii) any other Event of Default provided with respect to
the Debt Securities of such series. (Section 501 of the Indenture)

The Trustee is required, within 90 days after the occurrence of a
default with respect to the Debt Securities of any series which is known to
the Trustee and is continuing (without regard to any grace period or notice
requirements), to give to the Holders of the Debt Securities of such series
notice of such default; provided, however, that, except in the case of a
default in the payment of the principal of or any premium or interest on, or
Additional Amounts in respect of, any Debt Securities of such series or in the
payment of any sinking fund installment with respect to the Debt Securities of
such series, the Trustee will be protected in withholding such notice if it in
good faith determines that the withholding of such notice is in the interests
of the Holders of the Debt Securities and coupons of such series; and provided
further that, in the case of any default referred to in clause (iv) of the
preceding paragraph with respect to the Debt Securities of such series, no
such notice to Holders will be given until at least 30 days after the
occurrence thereof. (Section 602 of the Indenture)

14
<PAGE>

The Trustee, subject to its duties during a default to act with the
required standard of care, may require indemnification by any of the Holders
of the Debt Securities of any series with respect to which a default has
occurred before proceeding to exercise any right or power under the Indenture
at the request of such Holders of the Debt Securities of such series or any
related coupons. (Sections 601 and 603 of the Indenture) Subject to such
right of indemnification and to certain other limitations, the Holders of a
majority in aggregate principal amount of the Outstanding Debt Securities of
any series may direct the time, method and place of conducting any proceeding
for any remedy available to the Trustee, or exercising any trust or power
conferred on the Trustee with respect to the Debt Securities of such series.
(Section 512 of the Indenture)

No Holder of a Debt Security of any series or any related coupons may
institute any action against the Company under the Indenture (except actions
for payment of overdue principal of, premium, if any, or interest, if any, on
and any Additional Amounts in respect of such Debt Security) unless the
Holders of at least 25% in aggregate principal amount of the Debt Securities
of that series then Outstanding under the Indenture will have requested the
Trustee to institute such action and offered to the Trustee reasonable
indemnity against the costs, expenses and liabilities to be incurred in
compliance with such request and the Trustee will not have instituted such
action within 60 days of such request. (Sections 507 and 508 of the
Indenture)

MERGER AND CONSOLIDATION

The Company may consolidate with, merge with or into or sell or
convey all or substantially all of its assets to any other corporation,
association, company or business trust, provided that (i) (a) in the case of a
merger, the Company is the surviving company in the merger, or (b) the entity
surviving the merger, formed by such consolidation or which acquires such
assets will be a corporation, association, company or business trust organized
and existing under the laws of the United States of America or a State thereof
and will expressly assume payment of the principal of and any premium and
interest on, and any Additional Amounts in respect of, all the Debt Securities
and the performance and observance of all of the covenants of the Indenture
and the Debt Securities to be performed or observed by the Company and (ii)
the Company or such successor entity, as the case may be, will not immediately
thereafter be in default in the performance or observance of any such covenant
under the Indenture and the Debt Securities. (Section 801 of the Indenture)

15
<PAGE>

MODIFICATION AND WAIVER

Modification and amendment of the Indenture may be made by the
Company and the Trustee with the consent of the Holders of a majority in
aggregate principal amount of the Outstanding Debt Securities of each series
affected thereby, provided that no such modification or amendment may, without
the consent of the Holder of each Outstanding Debt Security affected thereby,
(i) change the Stated Maturity of the principal of, or any installment of
principal of or interest on, any Outstanding Debt Security; (ii) reduce the
principal amount of, or the rate or amount of interest on, or any premium or
Additional Amounts payable with respect to, any Debt Security; (iii) reduce
the amount of principal of an Original Issue Discount Security that would be
due and payable upon acceleration of the Maturity thereof or that would be
provable in bankruptcy; (iv) adversely affect any right of repayment at the
option of the Holder of any Debt Security; (v) change any Place of Payment of
the principal of, any premium or interest on or any Additional Amounts in
respect of, any Debt Security; (vi) impair the right to institute suit for the
enforcement of any such payment on or after the Stated Maturity, or any date
of redemption or repayment, thereof; (vii) reduce the percentage in aggregate
principal amount of Outstanding Debt Securities of any series necessary to
modify or amend the Indenture with respect to such series or reduce the
percentage of Outstanding Debt Securities of any series necessary to waive any
past default or compliance with certain restrictive provisions to less than a
majority in aggregate principal amount of such series, or reduce certain
requirements of the Indenture for quorum or voting; or (viii) modify the
provisions of the Indenture described in this paragraph or those regarding
waiver of compliance with certain provisions of, or certain defaults and their
consequences under, the Indenture, except to increase the percentage of
Outstanding Debt Securities necessary to modify and amend the Indenture or to
give any such waiver, and except to provide that certain other provisions of
the Indenture cannot be modified or waived without the consent of the Holder
of each Outstanding Debt Security affected thereby. The Holders of a majority
in aggregate principal amount of the Outstanding Debt Securities of any series
may waive compliance by the Company with certain restrictive provisions
applicable to such series. (Sections 902 and 1009 of the Indenture)

Modification and amendment of the Indenture may be made by the
Company and the Trustee without the consent of any Holder of Outstanding Debt
Securities or coupons, for any of the following purposes: (i) to evidence the
succession of another corporation to the Company and the assumption of the
covenants of the Company; (ii) to add to the covenants of the Company for the
benefit of the Holders of all or any series of Debt Securities or to surrender
any right or power conferred upon the Company; (iii) to add any additional
Events of Default with respect to all or any series of Debt Securities; (iv)
to add to or change any restrictions on the payment of the principal of or any
premium or interest on Debt Securities, to modify the provisions relating to
Global Debt Securities or to permit the issuance of Debt Securities in
uncertificated form, provided any such action does not adversely affect the
interests of the Holders of the Debt Securities of any series or any related
coupons in any material respect; (v) to add to, change or eliminate any
provision of the Indenture, provided that such amendment will become effective
only if there is no Outstanding Debt Security of any series entitled to the
benefit of such provision or such amendment does not apply to any then
Outstanding Debt Security; (vi) to secure the Debt Securities pursuant to the
requirements of the Indenture or otherwise; (vii) to establish the form or
terms of the Debt Securities of any series and any related coupons; (viii) to
evidence and provide for the acceptance of appointment by a successor trustee
with respect to the Debt Securities of one or more series and to add to or
change any of the provisions as will be necessary to provide for or facilitate
the administration of the trusts under the Indenture by more than one Trustee;
(ix) to provide for the discharge of the Indenture with respect to the Debt
Securities of any series by the deposit of monies or Government Obligations in
trust; (x) to change the conditions, limitations and restrictions on the
authorized amount, terms or purposes of issuance, authentication and delivery
of the Debt Securities as set forth in the Indenture, the Debt Securities and
the Prospectus Supplement relating thereto; or (xi) to cure any ambiguity,
defect or inconsistency in the Indenture or to make any other provisions with
respect to matters or questions arising under the Indenture, provided such
action does not adversely affect the interests of the Holders of the Debt
Securities of any series or any related coupons in any material respect.
(Section 901 of the Indenture)

16
<PAGE>

SATISFACTION AND DISCHARGE

Unless the Prospectus Supplement relating to a particular series of
Debt Securities specifies otherwise, the Company and the Trustee, without the
consent of any Holder of Outstanding Debt Securities, may execute a
supplemental indenture to provide that the Company will be discharged from any
and all obligations in respect of the Debt Securities of any series (except
for certain obligations to register the transfer or exchange of Debt
Securities, to replace stolen, lost or mutilated Debt Securities, to maintain
paying agencies and to hold moneys for payment in trust) upon the irrevocable
deposit with the Trustee, in trust, of money or Government Obligations, or a
combination thereof, which through the payment of interest and principal
thereof in accordance with their terms will provide money in an amount
sufficient to pay the principal of, any premium and interest on, and any
mandatory sinking fund payments or Additional Amounts in respect of the Debt
Securities of such series on the dates such payments are due in accordance
with the terms of the Indenture and such Debt Securities. Such a supplemental
indenture may only be executed if certain conditions have been satisfied,
including that the Company has received from, or there has been published by,
the United States Internal Revenue Service a ruling, or there has been a
change in the applicable Federal income tax law, in either case, to the effect
that such a discharge will not cause the Holders of the Debt Securities of
such series to recognize income, gain or loss for federal income tax purposes.
(Section 901 of the Indenture)

The Indenture provides that, when the conditions set forth in Section
401 thereof have been satisfied with respect to a series of Debt Securities,
upon the request of the Company, the Indenture will cease to be of further
effect with respect to such series (except as to any surviving right of
registration of transfer or exchange of Debt Securities expressly provided for
therein). Such conditions include that (i) all Debt Securities of such series
and all coupons, if any, under the Indenture either will have been delivered
to the Trustee for cancellation or will be due, or are to be called for
redemption, within one year and (ii) with respect to all Debt Securities of
such series under the Indenture but not previously delivered to the Trustee
for cancellation, there will have been irrevocably deposited with the Trustee,
in trust, money or government Obligations, or a combination thereof, which
through the payment of interest and principal thereof in accordance with their
terms will provide money in an amount sufficient to pay the principal of, and
any premium and interest on and any Additional Amounts, all such Debt
Securities and coupons on the dates such payments are due in accordance with
the terms of the Indenture and such Debt Securities. (Section 401 of the
Indenture)

17
<PAGE>

DEFEASANCE OF CERTAIN OBLIGATIONS

Unless otherwise provided in the Prospectus Supplement relating to a
series of Debt Securities, the Company will have the option to omit to comply
with the covenants described under "DESCRIPTION OF DEBT
SECURITIES--Limitations on Liens" above, if applicable, and any additional
covenants not included in the original Indenture that may be specified as
applicable to such series in the Prospectus Supplement with respect thereto.
The Company, in order to exercise such option, will be required to irrevocably
deposit with the Trustee, in trust, money or Government Obligations, or a
combination thereof, which through the payment of interest and principal
thereof in accordance with their terms will provide money in an amount
sufficient to pay the principal of, any premium and interest on and any
mandatory sinking fund payments or analogous payments on any Additional
Amounts in respect of the Debt Securities of such series on the dates such
payments are due in accordance with the terms of the Indenture and such Debt
Securities. The Company will also be required to deliver to the Trustee an
Opinion of Counsel to the effect that the deposit and related covenant
defeasance will not cause the Holders of the Debt Securities of such series to
recognize income, gain or loss for Federal income tax purposes. (Section 1010
of the Indenture) The Prospectus Supplement relating to a particular series
of Debt Securities may describe further provisions, if any, permitting such an
omission to comply.

THE TRUSTEE UNDER THE INDENTURE

Several Affiliate Banks maintain correspondent bank accounts with
affiliates of Bank One, NA.

The Indenture provides that an alternative Trustee may be appointed
by the Company with respect to any particular series of Debt Securities. Any
such appointment will be described in the Prospectus Supplement relating to
such series of Debt Securities.

The Trustee, prior to default, undertakes to perform only such duties
as are specifically set forth in the Indenture and, after default, is required
to exercise the same degree of care as a prudent individual would exercise in
the conduct of his or her own affairs. Subject to such provision, the Trustee
is under no obligation to exercise any of the rights or powers vested in it by
the Indenture at the request of any Holder of Debt Securities, unless offered
reasonable indemnity by such Holder against the costs, expenses and
liabilities which might be incurred thereby. The Trustee is not required to
expend or risk its own funds or otherwise incur financial liability in the
performance of its duties if the Trustee reasonably believes that repayment or
adequate indemnity is not reasonably assured to it. The Indenture contains
other provisions limiting the responsibilities and liabilities of the Trustee.
(Sections 601 and 603 of the Indenture)

18
<PAGE>

PLAN OF DISTRIBUTION

The Company may sell Debt Securities to or through underwriters or
dealers; directly to other purchasers; through agents; or through any
combination of such methods of sale. Any such underwriter, dealer or agent
involved in the offer and sale of the Debt Securities being offered hereby
will be named in an applicable Prospectus Supplement or Prospectus Supplements
(including any Pricing Supplement or Pricing Supplements).

The distribution of the Debt Securities may be effected from time to
time in one or more transactions at a fixed price or prices, which may be
changed, or at market prices prevailing at the time of sale, at prices
relating to such prevailing market prices or at negotiated prices.

In connection with the sale of Debt Securities, underwriters may
receive compensation from the Company or from purchasers of Debt Securities
for whom they may act as agents, in the form of discounts, concessions or
commissions. Underwriters may sell Debt Securities to or through dealers, and
such dealers may receive compensation in the form of discounts, concessions or
commissions from the underwriters and/or commissions from the purchasers for
whom they may act as agent. Underwriters, dealers and agents that participate
in the distribution of Debt Securities may be deemed to be underwriters, and
any discounts or commissions received by them from the Company and any profit
on the resale of Debt Securities by them may be deemed to be underwriting
discounts and commissions, under the Securities Act. Any compensation paid by
the Company to underwriters, dealers or agents in connection with the offering
of the Debt Securities, and any discounts, concessions or commissions allowed
by underwriters to participating dealers, will be described in an applicable
Prospectus Supplement or Pricing Supplement.

Under agreements which may be entered into by the Company,
underwriters, dealers and agents who participate in the distribution of Debt
Securities may be entitled to indemnification by the Company against and/or
contribution in certain instances by the Company toward liabilities, including
liabilities under the Securities Act, and to reimbursement for certain
expenses.

Certain of the underwriters, dealers or agents and their associates
may be customers of, engage in transactions with and perform services for the
Company or one or more of its affiliates in the ordinary course of business.

The specific terms and manner of sale, including the place and time
of delivery, of the Debt Securities in respect of which this Prospectus is
being delivered will be set forth or summarized in the applicable Prospectus
Supplement.

LEGAL MATTERS

Unless otherwise indicated in a Prospectus Supplement, the validity
of each issue of the Debt Securities offered hereby will be passed upon for
the Company by Krieg DeVault Alexander & Capehart, Indianapolis, Indiana, and
certain legal matters relating to the Debt Securities offered hereby will be
passed upon for any underwriters, dealers or agents of a particular issue of
Debt Securities by Baker & Daniels, Indianapolis, Indiana.

19
<PAGE>

EXPERTS

The consolidated financial statements of the Company and its
subsidiaries appearing in the Company's Annual Report on Form 10-K for the
year ended December 31, 1996 have been audited by Arthur Andersen LLP,
independent auditors, as set forth in their report thereon with respect to
such financial statements and incorporated herein by reference. See
"INCORPORATION BY REFERENCE." Such financial statements are, and the audited
financial statements to be included in subsequently filed documents will be,
incorporated herein in reliance upon the reports of Arthur Andersen LLP
pertaining to such financial statements (to the extent covered by consents
filed with the Commission) given upon the authority of such firm as experts in
accounting and auditing.

<PAGE>

No dealer, salesperson or other person has been
authorized to give any information or to make any
representation other than contained in or incorporated
by reference into this Prospectus Supplement, the
applicable Pricing Supplement or the Prospectus in
connection with the offer made by this Prospectus
Supplement, and, if given or made, such information or
representations must not be relied upon as having been
authorized by the Company or the Agent. Neither the
delivery of this Prospectus Supplement, the applicable
Pricing Supplement or the Prospectus nor any sale made
hereunder and thereunder will under any circumstances
create an implication that there has not been any change
in the affairs of the Company since the date hereof.
This Prospectus Supplement, the applicable Pricing
Supplement and the Prospectus do not constitute an offer
to sell or a solicitation of an offer to buy by anyone
in any jurisdiction in which such offer or solicitation
is not authorized or in which the person making such
offer is not qualified to do so or to anyone to whom it
is unlawful to make such offer or solicitation.

------------------------

TABLE OF CONTENTS
PAGE
----
PROSPECTUS SUPPLEMENT

Risk Factors . . . . . . . . . . . . . . . . . .
Description of Notes . . . . . . . . . . . . . .
Certain United States Federal Income Tax
Considerations . . . . . . . . . . . . . . .
Plan of Distribution . . . . . . . . . . . . . .
Legal Matters . . . . . . . . . . . . . . . . . .

PROSPECTUS

Available Information . . . . . . . . . . . . . .
Incorporation by Reference . . . . . . . . . . .
The Company . . . . . . . . . . . . . . . . . . .
Use of Proceeds . . . . . . . . . . . . . . . . .
Selected Consolidated Financial Information . . .
Ratio of Earnings to Fixed Charges . . . . . . .
Regulatory Matters . . . . . . . . . . . . . . .
Description of Debt Securities . . . . . . . . .
Plan of Distribution . . . . . . . . . . . . . .
Legal Matters . . . . . . . . . . . . . . . . . .
Experts . . . . . . . . . . . . . . . . . . . .

$150,000,000

MEDIUM-TERM NOTES
DUE NINE MONTHS OR MORE
FROM DATE OF ISSUE

OLD NATIONAL BANCORP

[ONB LOGO]

------------------------------

PROSPECTUS SUPPLEMENT

------------------------------

NatCity Investments, Inc.

, 1997

<PAGE>

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution.

The following table sets forth the estimated expenses of the
Registrant in connection with the offering described in this Registration
Statement:

Securities and Exchange Commission
Registration Fee . . . . . . . . . . . . . . . $ 45,500

Printing and Engraving Expenses . . . . . . . . $ 30,000 (1)

Rating Agencies Fees . . . . . . . . . . . . . . $100,000 (1)

Accounting Fees and Expenses . . . . . . . . . . $ 25,000 (1)

Legal Fees and Expenses . . . . . . . . . . . . $130,000 (1)

Blue Sky Fees and Expenses . . . . . . . . . . . $ 10,000 (1)

Trustee Fees and Expenses . . . . . . . . . . . $ 5,000 (1)

Miscellaneous Expenses . . . . . . . . . . . . . $ 14,500 (1)
=============
Total . . . . . . . . . . . . . . . . . . . . . $360,000 (1)
___________________
(1) Estimated

Item 15. Indemnification of Directors and Officers.

The Registrant's Articles of Incorporation and By-Laws provide that
the Registrant will indemnify any person who is or was a director, officer or
employee of the Registrant or of any other corporation for which he is or was
serving in any capacity at the request of the Registrant against all liability
and expense that may be incurred in connection with any claim, action, suit or
proceeding with respect to which such director, officer or employee is wholly
successful or acted in good faith in a manner he reasonably believed to be in,
or not opposed to, the best interests of the Registrant or such other
corporation and, with respect to any criminal action or proceeding, had no
reasonable cause to believe that his conduct was unlawful. A director,
officer or employee of the Registrant is entitled to be indemnified as a
matter of right with respect to those claims, actions, suits

II-1
<PAGE>

or proceedings where he has been wholly successful. In all other cases, such
director, officer or employee will be indemnified only if the Board of
Directors of the Registrant or independent legal counsel finds that he has met
the standards of conduct set forth above.

The Indiana Business Corporation Law provides in regard to
indemnification of directors and officers as follows:

23-1-37-8 INDEMNIFICATION OF DIRECTOR AGAINST LIABILITY

Sec. 8.(a) A corporation may indemnify an individual made a party
to a proceeding because the individual is or was a director against liability
incurred in the proceeding if;

(1) the individual's conduct was in good faith; and

(2) the individual reasonably believed;

(A) in the case of conduct in the individual's
official capacity with the corporation, that
the individual's conduct was in its best
interest; and

(B) in all other cases, that the individual's
conduct was at least not opposed to its best
interests; and

(3) in the case of any criminal proceeding, the
individual either;

(A) had reasonable cause to believe the
individual's conduct was lawful; or

(B) had no reasonable cause to believe the
individual's conduct was unlawful.

(b) A director's conduct with respect to an employee benefit plan
for a purpose the director reasonably believed to be in the interests of the
participants in and beneficiaries of the plan is conduct that satisfies the
requirement of subsection (a)(2)(B).

(c) The termination of a proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its equivalent is
not, of itself, determinative that the director did not meet the standard of
conduct described in this section.

23-1-37-9 MANDATORY INDEMNIFICATION OF DIRECTOR AGAINST EXPENSE

Sec. 9. Unless limited by its articles of incorporation, a
corporation shall indemnify a director who was wholly successful, on the
merits or otherwise, in the defense of any proceeding to which the director
was a party because the director is or was a director of the corporation
against reasonable expenses incurred by the director in connection with the
proceeding.

II-2
<PAGE>

23-1-37-13 OFFICERS, EMPLOYEES OR AGENTS; INDEMNIFICATION AND
ADVANCE OF EXPENSE

Sec. 13. Unless a corporation's articles of incorporation provide
otherwise:

(1) an officer of the corporation, whether or not a
director, is entitled to mandatory indemnification under section 9 of
this chapter, and is entitled to apply for court-ordered
indemnification under section 11 of this chapter, in each case to the
same extent as a director;

(2) the corporation may indemnify and advance expenses
under this chapter to an officer, employee, or agent of the
corporation, whether or not a director, to the same extent as to a
director; and

(3) a corporation may also indemnify and advance
expenses to an officer, employee, or agent whether or not a director,
to the extent, consistent with public policy, that may be provided by
its articles of incorporation, bylaws, general or specific action of
its board of directors, or contract.

23-1-37-15 INDEMNIFICATION RIGHTS UNDER ARTICLES OF INCORPORATION,
BY-LAWS OR RESOLUTIONS

Sec. 15. (a) The indemnification and advance for expenses provided
for or authorized by this chapter does not exclude any other rights to
indemnification and advance for expenses that a person may have under:

(1) a corporation's articles of incorporation or bylaws;

(2) a resolution of the board of directors or of the
shareholders; or

(3) any other authorization, whenever adopted, after
notice, by a majority vote of all the voting shares then issued and
outstanding.

(b) If the articles of incorporation, by-laws, resolutions of the
board of directors or of the shareholders, or other duly adopted authorization
of indemnification or advance for expenses limit indemnification or advance
for expenses, indemnification and advance for expenses are valid only to the
extent consistent with the articles, by-laws, resolutions of the board of
directors or of the shareholders, or other duly adopted authorization of
indemnification or advance for expenses.

(c) This chapter does not limit a corporation's power to pay or
reimburse expenses incurred by a director, officer, employee, or agent in
connection with the person's appearance as a witness in a proceeding at a time
when the person has not been made a named defendant or respondent to the
proceeding.

II-3
<PAGE>

Item 16. Exhibits.

The following exhibits are being filed as part of this registration
statement:

Exhibit Number Description
-------------- -----------

1.1** Form of Distribution Agreement
4.1** Form of Indenture
4.2* Form of Floating Rate Note
4.3* Form of Fixed Rate Note
4.4* Form of Interest Calculation Agency Agreement
5.1* Opinion of Krieg DeVault Alexander & Capehart
12.1** Computation of Ratio of Earnings to Fixed Charges
23.1* Consent of Arthur Andersen LLP
23.2* Consent of Krieg DeVault Alexander & Capehart
(contained in Exhibit 5.1)
24.1 Powers of Attorney
25.1** Form T-1 Statement of Eligibility of Trustee
___________________
* Previously filed by Registrant as an exhibit to this Registration
Statement.
** To be filed by amendment.

Item 17. Undertakings.

(a) The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this registration
statement:

(i) To include any prospectus required by
section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or
events arising after the effective date of the registration
statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed
that which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than a 20% change in the
maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the registration
statement; and

II-4
<PAGE>

(iii) To include any material information with
respect to the plan of distribution not previously disclosed
in the registration statement or any material change to such
information in the registration statement.

Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed with or furnished
to the Commission by the registrant pursuant to section 13 or section 15(d) of
the Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.

(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post- effective amendment
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.

(3) To remove from registration by means of a
post-effective amendment any of the securities being registered which
remain unsold at the termination of the offering.

(b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the Registrant's annual report pursuant to section 13(a) or section
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to Section 15(d)
of the Securities Exchange Act of 1934) that is incorporated by reference in
the registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at the time shall be deemed to be the initial bona fide offering
thereof.

(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act of 1933 and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer
or controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act of 1933 and will be governed by the
final adjudication of such issue.

(d) The undersigned Registrant hereby undertakes that:

(1) For purposes of determining any liability under the
Securities Act of 1933, the information omitted from the form of
prospectus filed as part of this registration statement in reliance
upon Rule 430A and contained in a form of prospectus filed by the

II-5
<PAGE>

Registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the
Securities Act shall be deemed to be part of this registration
statement as of the time it was declared effective.

(2) For the purpose of determining any liability under
the Securities Act of 1933, each post-effective amendment that
contains a form of prospectus shall be deemed to be a new
registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.

(e) The undersigned Registrant hereby undertakes to file an
application for the purpose of determining the eligibility of the Trustee to
act under subsection (a) of Section 310 of the Trust Indenture Act ("Act") in
accordance with the rules and regulations prescribed by the Commission under
Section 305(b)(2) of the Act.

II-6
<PAGE>

SIGNATURES
----------

Pursuant to the requirements of the Securities Act of 1933, as
amended, the registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-3 and has duly
caused this amendment to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Evansville, State of Indiana, on July 9, 1997.

OLD NATIONAL BANCORP

By:/S/ RONALD B. LANKFORD
-----------------------------
Ronald B. Lankford, President

Pursuant to the requirements of the Securities Act of 1933, as
amended, this amendment has been signed by the following persons in the
capacities indicated below as of July 9, 1997.

Name Title
- ---- -----

/S/ JOHN N. ROYSE Chairman of the Board, Director and Chief
- -------------------------- Executive Officer (Principal Executive Officer)
John N. Royse

/S/ STEVE H. PARKER Senior Vice President and Chief Financial
- -------------------------- Officer (Principal Accounting Officer)
Steve H. Parker

DAVID L. BARNING* Director
- --------------------------
David L. Barning

RICHARD J. BOND* Director
- --------------------------
Richard J. Bond

ALAN W. BRAUN* Director
- --------------------------
Alan W. Braun

JOHN J. DAUS, JR.* Director
- --------------------------
John J. Daus, Jr.

WAYNE A. DAVIDSON* Director
- --------------------------
Wayne A. Davidson

II-7
<PAGE>

LARRY E. DUNIGAN* Director
- --------------------------
Larry E. Dunigan

DAVID E. ECKERLE* Director
- --------------------------
David E. Eckerle

THOMAS B. FLORIDA* Director
- --------------------------
Thomas B. Florida

PHELPS L. LAMBERT* Director
- --------------------------
Phelps L. Lambert

RONALD B. LANKFORD* President and Director
- --------------------------
Ronald B. Lankford

LUCIEN H. MEIS* Director
- --------------------------
Lucien H. Meis

LOUIS L. MERVIS* Director
- --------------------------
Louis L. Mervis

DAN W. MITCHELL* Director
- --------------------------
Dan W. Mitchell

JAMES A. RISINGER* Director
- --------------------------
James A. Risinger

MARJORIE Z. SOYUGENC* Director
- --------------------------
Marjorie Z. Soyugenc

CHARLES D. STORMS* Director
- --------------------------
Charles D. Storms

*By:/S/ JEFFREY L. KNIGHT Attorney-in-Fact
--------------------------
Printed Name: Jeffrey L. Knight
-----------------

II-8

Exhibit 24.1

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned, a Director
of Old National Bancorp (the "Company"), an Indiana corporation with its
principal office located in Evansville, Indiana, does hereby severally make,
constitute and appoint Ronald B. Lankford, Steve H. Parker, Ronald W. Seib and
Jeffrey L. Knight, and each of them singly, as his true and lawful
attorney-in-fact and agent, with full power of substitution and
re-substitution, for and on his behalf and in his name, place and stead, and
in all capacities, (a) to execute any and all registration statements and any
and all amendments, revisions, supplements, exhibits and other documents in
connection therewith relating to the proposed registration, offering, sale and
issuance of debt securities (including, but not limited to, debentures, notes
and/or other evidences of indebtedness) of the Company; (b) to file any and
all of the foregoing, in substantially the form which has been presented to me
or which any of the above-named attorneys-in-fact and agents may approve, with
the Securities and Exchange Commission pursuant to the Securities Act of 1933,
as amended (the "Act"), and the rules and regulations promulgated thereunder,
and any state securities laws, rules or regulations; and (c) to do, or cause
to be done, any and all other acts and things whatsoever as fully and to all
intents and purposes as the undersigned might or could do in person which any
of the above-named attorneys-in-fact and agents may deem necessary or
advisable in the premises and in order to enable the Company to register its
debt securities under and otherwise comply with the Act and the rules and
regulations promulgated thereunder, and any state securities laws, rules or
regulations; hereby approving, ratifying and confirming all actions heretofore
or hereafter lawfully taken, or caused to be taken, by any of the above-named
attorneys-in-fact and agents by virtue hereof.