As filed with the Securities and Exchange Commission on April 16, 1997
=============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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OLD NATIONAL BANCORP
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(Exact name of registrant as specified in its charter)
INDIANA 35-1539838
------------------------------- ------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
420 MAIN STREET, EVANSVILLE, INDIANA 47708
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(Address of principal executive offices)
WORKINGMENS CAPITAL HOLDINGS, INC. STOCK OPTION PLAN
----------------------------------------------------
(Full Title of Plan)
JEFFREY L. KNIGHT, ESQ. TIMOTHY M. HARDEN, ESQ.
CORPORATE SECRETARY & GENERAL COUNSEL NICHOLAS J. CHULOS, ESQ.
OLD NATIONAL BANCORP KRIEG DEVAULT ALEXANDER & CAPEHART
420 MAIN STREET ONE INDIANA SQUARE, SUITE 2800
EVANSVILLE, INDIANA 47708 INDIANAPOLIS, INDIANA 46204-2017
(812) 464-1363 (317) 636-4341
(AGENT FOR SERVICE) (COPY TO)
- -----------------------------------------------------------------------------
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------
Proposed maximum Proposed maximum
Title of securities to Amount to be offering price aggregate offering Amount of
be registered registered per share (2) price (2) registration fee
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, no par value 32,634 shares $37.75 $1,231,933.50 $373.31
- --------------------------------------------------------------------------------------------------------
</TABLE>
(1) In addition, pursuant to Rule 416 under the Securities Act of 1933, this
Registration Statement also covers an indeterminate number of additional
shares as may be issuable as a result of anti-dilution provisions
contained in the plan described herein.
(2) Estimated solely for purposes of determining the registration fee in
accordance with rule 457(h) under the Securities Act of 1933, as amended,
on the basis of $37.75 per share, which was the last sale reported for the
Company's Common Stock by the NASDAQ National Market System on April 11,
1997.
<PAGE>
PART I
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INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION.
- ------- -----------------
The information required by Part I to be contained in this Item is
omitted from this Registration Statement in accordance with the Introductory
Note to Part I of Form S-8.
ITEM 2. REGISTRATION INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
- ------- --------------------------------------------------------------
The information required by Part I to be contained in this Item is
omitted from this Registration Statement in accordance with the Introductory
Note to Part I of Form S-8.
PART II
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INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
- ------- ----------------------------------------
The following documents previously filed by Old National Bancorp (the
"Registrant") (SEC File No. 0-10888) with the Securities and Exchange
Commission (the "Commission") are incorporated by reference in this
Registration Statement:
1. Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1996.
2. Registrant's Annual Report to Shareholders for the fiscal year
ended December 31, 1996.
3. The description of Registrant's common stock contained in
Registrant's Current Report on Form 8-K, dated January 6, 1983;
and the description of Registrant's Preferred Stock Purchase
Rights contained in Registrant's Form 8-A, dated March 1, 1990,
including the Rights Agreement, dated March 1, 1990, between the
Registrant and Old National Bank, as Trustee.
All documents subsequently filed by the Registrant with the Commission
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act") following the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all shares of Common Stock offered pursuant to this
Registration Statement have been sold or which registers all shares of Common
Stock then remaining unsold, shall be deemed to be incorporated by reference
into this Registration Statement and to be made a part hereof from the date of
the filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
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Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
- ------- ---------------------------------------
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
- ------- ------------------------------------------
The Registrant's Articles of Incorporation 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
<PAGE>
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 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.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
- ------- ------------------------------------
Not applicable.
ITEM 8. EXHIBITS.
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The following exhibits are being filed as part of this Registration
Statement:
Exhibit Number Document
-------------- ---------
4.1 (a) the description of Registrant's common stock contained
in its Current Report on Form 8-K, dated January 6, 1983
(incorporated by reference thereto), and (b) the description
of Registrant's Preferred Stock Purchase Rights contained in
Registrant's Form 8-A, dated March 1, 1990, including the
Rights Agreement, dated March 1, 1990, between the
Registrant and Old National Bank in Evansville, as Trustee
(incorporated by reference thereto).
4.2 Workingmens Capital Holdings, Inc. Stock Option Plan.
5 Opinion of Krieg DeVault Alexander & Capehart as to the
legality of the securities being registered.
23.1 Consent of Krieg DeVault Alexander & Capehart (included in
opinion filed as Exhibit 5 to this Registration Statement).
23.2 Consent of Arthur Andersen LLP.
24 Powers of Attorney.
ITEM 9. UNDERTAKINGS.
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(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, as amended (the "Securities
Act");
(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;
<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 by the Registrant pursuant
to Section 13(a) or 15(d) or the Securities Exchange Act of 1934 that are
incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining 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 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 that 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
an 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.
<PAGE>
SIGNATURES
----------
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant has duly caused this Registration Statement on Form S-8 to be
signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Evansville, State of Indiana, on April 16, 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 Registration Statement on Form S-8 has been signed by the following
persons in the capacities indicated below as of April 16, 1997.
Name Title
- ---- -----
/s/ JOHN N. ROYSE Chairman of the Board, Director and Chief
- ------------------------- Executive Officer (Chief Executive Officer)
John N. Royse
/s/ STEVE H. PARKER Senior Vice President (Chief Financial
- ------------------------- Officer and 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
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
<PAGE>
LUCIEN H. MEIS* Director
- -------------------------
Lucien H. Meis
LOUIS L. MERVIS* Director
- -------------------------
Louis L. Mervis
DAN W. MITCHELL* Director
- -------------------------
Dan W. Mitchell
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
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Exhibit 4.2
WORKINGMENS CAPITAL HOLDINGS, INC.
STOCK OPTION PLAN
1. Purpose. The purpose of the Workingmens Capital Holdings, Inc.
Stock Option Plan (the "Plan") is to provide to directors, officers and other
key employees of Workingmens Capital Holdings, Inc. (the "Holding Company")
and its majority-owned and wholly-owned subsidiaries (individually a
"Subsidiary" and collectively the "Subsidiaries"), including, but not limited
to, Workingmens Federal Savings and Loan Association (which will become
Workingmens Federal Savings Bank upon its conversion (the "Conversion") from
mutual to stock form) ("Workingmens"), who are materially responsible for the
management or operation of the business of the Holding Company or a Subsidiary
and have provided valuable service to the Holding Company or a Subsidiary, a
favorable opportunity to acquire Common Stock, without par value ("Common
Stock"), of the Holding Company, thereby providing them with an increased
incentive to work for the success of the Holding Company and its Subsidiaries
and better enabling each such entity to attract and retain capable directors
and executive personnel.
2. Administration of the Plan. The Plan shall be administered,
construed and interpreted by a committee (the "Committee") consisting of at
least three members of the Board of Directors of the Holding Company, each of
whom is a "disinterested person" within the meaning of the definition of that
term contained in Reg. Section 16b-3 promulgated under the Securities Exchange
Act of 1934, as amended (the "1934 Act"). The members of the Committee shall
be designated from time to time by the Board of Directors of the Holding
Company. The decision of a majority of the members of the Committee shall
constitute a decision of the Committee, and the Committee may act either at a
meeting at which a majority of the members of the Committee is present or by a
written consent signed by all members of the Committee. The Committee shall
have the sole, final and conclusive authority to determine, consistent with
and subject to the provisions of the Plan:
(a) the individuals (the "Optionees") to whom options or successive
options shall be granted under the Plan;
(b) the time when options shall be granted hereunder;
(c) the number of shares of Common Stock to be covered under each
option;
(d) the option price to be paid upon the exercise of each option;
(e) the period within which each such option may be exercised;
(f) the extent to which an option is an incentive stock option or a
non-qualified stock option; and
(g) the terms and conditions of the respective agreements by which
options granted shall be evidenced.
The Committee shall also have authority to prescribe, amend, waive and rescind
rules and regulations relating to the Plan, to accelerate the vesting of any
stock options made hereunder, and to make all other determinations necessary
or advisable in the administration of the Plan.
3. Eligibility. The Committee may, consistent with the purposes of
the Plan, grant options to officers and other key employees of the Holding
Company or of a Subsidiary who in the opinion of the Committee are from time
to time materially responsible for the management or operation of the business
of the Holding Company or of a Subsidiary and have provided valuable services
to the Holding Company or
<PAGE>
a Subsidiary; provided, however, that in no event may any employee who owns
(after application of the ownership rules in Section 425(d) of the Internal
Revenue Code of 1986, as amended (the "Code")) shares of stock possessing more
than 10 percent of the total combined voting power of all classes of stock of
the Holding Company or any of its Subsidiaries be granted an incentive stock
option hereunder unless at the time such option is granted the option price is
at least 110% of the fair market value of the stock subject to the option and
such option by its terms is not exercisable after the expiration of five (5)
years from the date such option is granted. Directors of the Holding Company
and the Director Emeritus of Workingmens who are not employees of the Holding
Company or its Subsidiaries ("Outside Directors") who are serving as such on
the date of Workingmens Conversion shall be granted on such date a
non-qualified option to purchase the number of shares of Common Stock of the
Holding Company determined by multiplying the total of shares of Common Stock
issued by the Holding Company in the Conversion by the following percentages:
Percentage of
Shares Issued
in Conversion
-------------
Orville R. Beard .60%
William E. Benckart .40%
J.H. McCutchen 1.00%
David Rogers .48%
Robert H. Shaffer .60%
Mark A. Thoma .12%
Robert J. Wetnight .48%
Such options shall have an exercise price per share equal to the purchase
price per share paid for shares issued in such Conversion. Current or future
Outside Directors shall not be eligible to receive any other option grants
under the Plan. Subject to the foregoing and the provisions of Section 4
hereof, an individual who has been granted an option under the Plan (an
"Optionee"), if he is otherwise eligible, may be granted an additional option
or options if the Committee shall so determine.
4. Stock Subject to the Plan. There shall be reserved for issuance
upon the exercise of options granted under the Plan, shares of Common Stock of
the Holding Company equal to 10% of the total number of shares of Common Stock
issued by the Holding Company upon Workingmens' conversion from mutual to
stock form, which may be authorized but unissued shares or treasury shares of
the Holding Company. Subject to Section 7 hereof, the shares for which
options may be granted under the Plan shall not exceed that number. If any
option shall expire or terminate or be surrendered for any reason without
having been exercised in full, the unpurchased shares subject thereto shall
(unless the Plan shall have terminated) become available for other options
under the Plan.
5. Terms of Options. Each option granted under the Plan shall be
subject to the following terms and conditions and to such other terms and
conditions not inconsistent therewith as the Committee may deem appropriate in
each case:
(a) Option Price. The price to be paid for shares of stock upon the
exercise of each option shall be determined by the Committee at the time
such option is granted, but such price in no event shall be less than the
fair market value, as determined by the Committee consistent with Treas.
Reg. Section 20.2031-2 and any requirements of Section 422A of the Code, of
such stock on the date on which such option is granted.
(b) Period for Exercise of Option. An option shall not be
exercisable after the expiration of such period as shall be fixed by the
Committee at the time of the grant thereof, but such period in no event
shall exceed ten (10) years and one day from the date on which such option
is granted; provided, that incentive stock options granted hereunder shall
have terms not in excess of ten (10)
2
<PAGE>
years and options issued to Outside Directors shall be for a period of ten
(10) years and one day from the date of grant thereof. Options shall be
subject to earlier termination as hereinafter provided.
(c) Exercise of Options. The option price of each share of stock
purchased upon exercise of an option shall be paid in full at the time of
such exercise. Payment may be in (i) cash or (ii) if the Optionee may do
so without violating Section 16(b) of the 1934 Act, by delivering a
properly executed notice together with irrevocable instructions to a broker
to promptly deliver to the Holding Company the total option price in cash
and, if desired, the amount of any taxes to be withheld from the Optionee's
compensation as a result of any withholding tax obligation of the Holding
Company or any of its Subsidiaries, as specified in such notice. The
Committee shall have the authority to grant options exercisable in full at
any time during their term, or exercisable in such installments at such
times during their term as the Committee may determine; provided, however,
that options shall not be exercisable during the first six (6) months of
their term, except for reasons of death or disability as provided herein,
and provided further that options granted to Outside Directors shall be
exercisable following the first six (6) months of their term. Installments
not purchased in earlier periods shall be cumulated and be available for
purchase in later periods. Subject to the other provisions of this Plan,
an option may be exercised at any time or from time to time during the term
of the option as to any or all whole shares which have become subject to
purchase pursuant to the terms of the option or the Plan, but not at any
time as to fewer than one hundred (100) shares unless the remaining shares
which have become subject to purchase are fewer than one hundred (100)
shares. An option may be exercised only by written notice to the Holding
Company, mailed to the attention of its Secretary, signed by the Optionee
(or such other person or persons as shall demonstrate to the Holding
Company his or their right to exercise the option), specifying the number
of shares in respect of which it is being exercised, and accompanied by
payment in full in either cash or by check of the aggregate purchase price
therefor or by delivery of the irrevocable broker instructions referred to
above.
(d) Certificates. The certificate or certificates for the shares
issuable upon an exercise of an option shall be issued as promptly as
practicable after such exercise. An Optionee shall not have any rights of
a shareholder in respect to the shares of stock subject to an option until
the date of issuance of a stock certificate to him for such shares. In no
case may a fraction of a share be purchased or issued under the Plan, but
if, upon the exercise of an option, a fractional share would otherwise be
issuable, the Holding Company shall pay cash in lieu thereof.
(e) Termination of Option. If an Optionee (other than an Outside
Director) cease to be an employee of the Holding Company and the
Subsidiaries for any reason other than retirement, permanent and total
disability (within the meaning of Section 22(e)(3) of the Code), or death,
any option granted to him shall forthwith terminate. Leave of absence
approved by the Committee shall not constitute cessation of employment. If
an Optionee (other than an Outside Director) ceases to be an employee of
the Holding Company and the Subsidiary by reason of retirement, any option
granted to him may be exercised by him in whole or in part within three (3)
months after the date of his retirement whether or not the option was
otherwise exercisable at the date of his retirement. (The term
"retirement" as used herein means such termination of employment as shall
entitle such individual to early or normal retirement benefits under any
then existing pension plan of the Holding Company or a Subsidiary.) If an
Optionee (other than an Outside Director) ceases to be an employee of the
Holding Company by reason of permanent and total disability (within the
meaning of Section 22(e)(3) of the Code), any option granted to him may be
exercised by him in whole or in part within one (1) year after the date of
his termination of employment by reason of such disability whether or not
the option was otherwise exercisable at the date of such termination.
Options granted to Outside Directors shall cease to be exercisable six (6)
months after the date such Outside Director ceases to be a director (or, in
the case of the Director Emeritus ceases to be Director Emeritus of
Workingmens) for any reason. In the event of the death of an Optionee
while in the employ or service as a director of the Holding Company or a
Subsidiary, or, if the Optionee is not an Outside
3
<PAGE>
Director, within three (3) months after the date of his retirement or
within one (1) year after the termination of his employment by reason of
permanent and total disability (within the meaning of Section 22(e)(3) of
the Code), or, if the Optionee is an Outside Director, within six (6)
months after he ceases to be a director of the Holding Company (or in the
case of the Director Emeritus, ceases to be Director Emeritus of
Workingmens), any option granted to him may be exercised in whole or in
part at any time within one (1) year after the date of such death by the
executor or administrator of his estate or by the person or persons
entitled to the option by will or by applicable laws of descent and
distribution until the expiration of the option term as fixed by the
Committee, whether or not the option was otherwise exercisable at the date
of his death. Notwithstanding the foregoing provisions of this subsection
(e), no option shall in any event be exercisable after the expiration of
the period fixed by the Committee in accordance with subsection (b) above.
(f) Nontransferability of Option. No option may be transferred by
the Optionee otherwise than by will or the laws of descent and
distribution, and during the lifetime of the Optionee options shall be
exercisable only by the Optionee or his guardian or legal representative.
(g) No Right to Continued Service. Nothing in this Plan or in any
agreement entered into pursuant hereto shall confer on any person any right
to continue in the employ or service of the Holding Company or its
Subsidiaries or affect any rights of the Holding Company, a Subsidiary, or
the shareholders of the Holding Company may have to terminate his service
at any time.
(h) Maximum Incentive Stock Options. The aggregate fair market value
of stock with respect to which incentive stock options (within the meaning
of Section 422A of the Code) are exercisable for the first time by an
Optionee during any calendar year under the Plan or any other plan of the
Holding Company or its Subsidiaries shall not exceed $100,000. For this
purpose, the fair market value of such shares shall be determined as of the
date the option is granted and shall be computed in such manner as shall be
determined by the Committee, consistent with the requirements of Section
422A of the Code.
(i) Agreement. Each option shall be evidenced by an agreement
between the Optionee and the Holding Company which shall provide, among
other things, that, with respect to incentive stock options, the Optionee
will advise the Holding Company immediately upon any sale or transfer of
the shares of Common Stock received upon exercise of the option to the
extent such sale or transfer takes place prior to the later of (a) two (2)
years from the date of grant or (b) one (1) year from the date of exercise.
6. Incentive Stock Options and Non-Qualified Stock Options. Options
granted under the Plan may be incentive stock options under Section 422A of
the Code or non-qualified stock options, provided, however, that Outside
Directors shall be granted only non-qualified stock options. All options
granted hereunder will be clearly identified as either incentive stock options
or non-qualified stock options. In no event will the exercise of an incentive
stock option affect the right to exercise any non-qualified stock option, nor
shall the exercise of any non-qualified stock option affect the right to
exercise any incentive stock option. Nothing in this Plan shall be construed
to prohibit the grant of incentive stock options and non-qualified stock
options to the same person, provided, further, that incentive stock options
and non-qualified stock options shall not be granted in a manner whereby the
exercise of one non-qualified stock option or incentive stock option affects
the exercisability of the other.
7. Adjustment of Shares. In the event of any change after the
effective date of the Plan in the outstanding stock of the Holding Company by
reason of any reorganization, recapitalization, stock split, stock dividend,
combination of shares, exchange of shares merger or consolidation,
liquidation, or any other change after the effective date of the Plan in the
nature of the shares of stock of the Holding Company, the Committee shall
determine what changes, if any, are appropriate in the number and kind of
shares reserved under the Plan, and the Committee shall determine what
changes, if any, are appropriate in the option price under and
4
<PAGE>
the number and kind of shares covered by outstanding options granted under the
Plan. Any determination of the Committee hereunder shall be conclusive.
8. Change in Control. In the event of a Change in Control, all
options previously granted and still outstanding under the Plan regardless of
their terms, shall become exercisable. For this purpose, "Change in Control"
shall mean an acquisition of "control" of the Holding Company or of
Workingmens within the meaning of 12 C.F.R. Section 574.4(a) not approved in
advance by the Holding Company's Board of Directors. If the immediate
exercisability of incentive stock options arising from a "Change in Control"
as described above would cause the $100,000 limitation applicable to incentive
stock options described in Section 5(h) hereof to be exceeded for an Optionee,
the Committee shall convert as of the effective date of the Change in Control
all or a portion of the outstanding incentive stock options held by such
Optionee to non-qualified stock options to the extent necessary to comply with
the $100,000 limitation and to the extent permitted by Section 422A(b) of the
Code; provided, however, that if the Committee determines that conversion is
not permitted by the Code, the Committee shall not convert the options and
shall take any and all other steps necessary to accelerate the exercisability
of the incentive stock options to the maximum extent possible under Section
422A(b)(7) of the Code without exceeding the $100,000 limitation described
above.
9. Tax Withholding. Whenever the Holding Company proposes or is
required to issue or transfer shares of Common Stock under the Plan, the
Holding Company shall have the right to require the Optionee or his or her
legal representative to remit to the Holding Company an amount sufficient to
satisfy any federal, state and/or local withholding tax requirements prior to
the delivery of any certificate or certificates for such shares, and whenever
under the Plan payments are to be made in cash, such payments shall be net of
an amount sufficient to satisfy any federal, state and/or local withholding
tax requirements. If permitted by the Committee and pursuant to procedures
established by the Committee, an Optionee who is not an Outside Director may
make a written election to have shares of Common Stock having an aggregate
fair market value, as determined by the Committee, consistent with the
requirements of Treas. Reg. Section 20.2031-2, sufficient to satisfy the
applicable withholding taxes, withheld from the shares otherwise to be
received upon the exercise of a non-qualified option. Elections by Optionees
to have shares withheld for this purpose will be subject to the following
restrictions: (1) they must be made prior to the date as of which the amount
of tax withheld is determined (the "Tax Date"), (2) they will be irrevocable,
(3) they will be subject to the disapproval of the Committee, and (4) if any
Optionee is an officer or director of the Holding Company within the meaning
of Section 16 of the 1934 Act and the Common Stock is registered under Section
12 of the 1934 Act, such elections (a) may not be made within six months of
the grant of the option (except that this limitation will not apply in the
event death or disability of the Optionee occurs prior to the expiration of
the six-month period), (b) must be made either more than six months prior to
the Tax Date or in the ten day "window period" beginning on the third day
following the release of the Holding Company's quarterly or annual financial
statements, and (c) may not be made until the Holding Company shall have
been subject to the reporting requirements of the 1934 Act for at least one
year and shall have filed all reports and statements required to be filed
under the 1934 Act during such year.
10. Amendment. The Board of Directors of the Holding Company may
amend the Plan from time to time and, with the consent of the Optionee, the
terms and provisions of his option, except that without the approval of the
holders of at least a majority of the shares of the Holding Company voting in
person or by proxy at a duly constituted meeting, or adjournment thereof:
(a) the number or shares of stock which may be reserved for issuance
under the Plan may not be increased except as provided in Section 7 hereof;
(b) the period during which an option may be exercised may not be
extended beyond ten (10) years and one day from the date on which such
option was granted;
(c) the class of persons to whom options may be granted under the
Plan shall not be modified materially;
5
<PAGE>
(d) amendments will not be made which would cause the Plan to cease
to comply with Rule 16b-3 promulgated under the 1934 Act, or any successor
rule, unless the Holding Company at the time has ceased to have its Common
Stock registered under Section 12 of the 1934 Act; and
(e) the number of shares subject to options to be granted to Outside
Directors on the date of grant or the exercise price and other terms
thereof shall not be changed except as provided in Section 7 hereof unless
the Holding Company at the time has ceased to have its Common Stock
registered under Section 12 of the 1934 Act.
No amendment of the Plan, however, may, without the consent of the
Optionees, make any changes in any outstanding options theretofore granted
under the Plan which would adversely affect the rights of such Optionees.
11. Termination. The Board of Directors of the Holding Company may
terminate the Plan at any time and no option shall be granted thereafter.
Such termination, however, shall not affect the validity of any option
theretofore granted under the Plan. In any event, no incentive stock option
may be granted under the Plan after the date which is ten (10) years from the
effective date of the Plan.
12. Successors. This Plan shall be binding upon the successors and
assigns of the Holding Company.
13. Governing Law. The terms of any options granted hereunder and
the rights and obligations hereunder of the Holding Company, the Optionees and
their successors in interest shall, except to the extent governed by federal
law, be governed by Indiana law.
14. Compliance With Laws and Regulations. The obligations of the
Holding Company to issue or transfer and deliver shares under options granted
under the Plan shall be subject to compliance with all applicable laws,
governmental rules and regulations, and administrative action.
15. Effective Date. The Plan shall become effective if and as of the
date Workingmens becomes a federal stock savings bank, provided, however, that
any grant of options pursuant to the Plan shall be subject to the approval of
the Plan by the holders of at least a majority of the shares of the Holding
Company voting in person or by proxy at a duly constituted meeting, or
adjournment thereof, held within 12 months after such effective date of the
Plan, and the options granted pursuant to the Plan may not be exercised until
the Board of Directors of the Holding Company has been advised by counsel that
such approval has been obtained and all other applicable legal requirements
have been met.
6
<PAGE>
AMENDMENT NO. 1
TO THE
WORKINGMENS CAPITAL HOLDINGS, INC.
STOCK OPTION PLAN
THIS AMENDMENT NO. 1 TO THE WORKINGMENS CAPITAL HOLDINGS, INC. STOCK
OPTION PLAN ("Plan"), is made and entered into this 12th date of August, 1996,
but is effective as of the 8th day of April, 1996, by Workingmens Capital
Holdings, Inc. (hereinafter referred to as the "Company");
WITNESSETH;
WHEREAS, the Plan was originally adopted effective June 7, 1990; and
WHEREAS, pursuant to the Agreement of Affiliation and Merger, dated April
8, 1996 (the "Merger Agreement"), by and among the Company, Old National
Bancorp ("ONB"), ONB Bank and Workingmens Federal Savings Bank ("WFSB"), the
Company is to be merged into ONB, and WFSB is to be merged into ONB Bank; and
WHEREAS, the Merger Agreement requires the Company to make certain
amendments to the Plan; and
WHEREAS, pursuant to Section 10 of the Plan, the Plan may be amended from
time to time by the Board of Directors of the Company, subject to certain
exceptions; and
WHEREAS, the Board of Directors of the Company has approved and adopted
this Amendment No. 1 and authorized its execution;
NOW, THEREFORE, the Plan is hereby amended, effective as of April 8,
1996, in the following respect:
Section 3 shall be amended such that the following language shall be
added at the end of such section:
"Notwithstanding anything to the contrary contained in this Plan,
effective as of April 8, 1996, the Committee hall not grant any
additional options or successive options to acquire shares of Common
Stock under this Plan."
All other provisions of the Plan shall remain the same.
IN WITNESS WHEREOF, the Company has caused this Amendment No. 1 to the
Plan to be executed by its officers thereunder duly authorized effective as of
the 8th day of April, 1996.
WORKINGMENS CAPITAL HOLDINGS, INC.
By: /s/ RICHARD R. HAYNES
--------------------------------------
Richard R. Haynes, President and Chief
Executive Officer
ATTEST:
By: /s/ JERRY L. HAYS
-----------------------
Its: Secretary
EXHIBIT 5
April 16, 1997
Board of Directors
Old National Bancorp
420 Main Street
Evansville, Indiana 47708
Re: Registration Statement on Form S-8
Gentlemen:
We have represented Old National Bancorp ("ONB") in connection with the
preparation and filing of a Registration Statement on Form S-8 (the
"Registration Statement") with the Securities and Exchange Commission for the
purpose of registering under the Securities Act of 1933, as amended, shares of
the ONB's common stock, no par value (the "Shares"). The Shares will be
issued upon the terms and subject to the conditions set forth in the
Workingmens Capital Holdings, Inc. Stock Option Plan (the "Plan").
In connection with this opinion, we have reviewed and relied upon
originals or copies, certified or otherwise identified to our satisfaction, of
the Articles of Incorporation of ONB, as amended, the By-Laws of ONB, the Plan
and such other documents and information as we have, in our judgment, deemed
relevant.
Based upon the foregoing, and having regard for such legal considerations
as we have deemed relevant, it is our opinion that the Shares will, when
issued upon proper exercise and payment and pursuant to an option(s) granted
in accordance with the terms of the Plan, be legally issued, fully paid and
non-assessable. This opinion is limited to the matters stated herein, and no
opinion is to be implied or may be inferred beyond the matters expressly
stated.
This opinion is addressed to you and is solely for your use in connection
with the Registration Statement, and we assume no professional responsibility
to any other person whatsoever. Accordingly, the opinion expressed herein is
not to be relied upon, utilized or quoted by or, subject to the subsequent
paragraph hereof, delivered or disclosed to, in whole or in part, any other
person, entity or governmental authority without, in each instance, the prior
written consent of this firm.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ KRIEG DEVAULT ALEXANDER & CAPEHART
---------------------------------------
KRIEG DEVAULT ALEXANDER & CAPEHART
EXHIBIT 23.01
CONSENT OF COUNSEL
------------------
The consent of Krieg DeVault Alexander & Capehart is included in its
opinion attached to this Registration Statement as Exhibit 5.
EXHIBIT 23.02
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
-----------------------------------------
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated January 22, 1997
included in Old National Bancorp's Form 10-K for the year ended December 31,
1996 and to all references to our Firm included in this registration
statement.
/s/ ARTHUR ANDERSEN LLP
------------------------
ARTHUR ANDERSEN LLP
Indianapolis, Indiana,
April 15, 1997
EXHIBIT 24
POWER OF ATTORNEY
-----------------
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned, a Director of
Old National Bancorp (the "Registrant"), an Indiana corporation with its
principal office located in Evansville, Indiana, does hereby severally make,
constitute and appoint Steve H. Parker and Jeffrey L. Knight, and each of them
individually, 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 registration
statements and all amendments, revisions, supplements, exhibits and other
documents in connection therewith relating to the proposed registration,
offering, sale and issuance of securities of the Registrant with respect to
the Workingmens Capital Holdings, Inc. Stock Option Plan; (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 Registrant to register
its 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.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of the
day and year indicated below.
/s/ DAVID L. BARNING
- ------------------------------
DIRECTOR
David L. Barning
- ------------------------------
Printed Name
Dated: April 16, 1997
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned, a Director of
Old National Bancorp (the "Registrant"), an Indiana corporation with its
principal office located in Evansville, Indiana, does hereby severally make,
constitute and appoint Steve H. Parker and Jeffrey L. Knight, and each of them
individually, 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 registration
statements and all amendments, revisions, supplements, exhibits and other
documents in connection therewith relating to the proposed registration,
offering, sale and issuance of securities of the Registrant with respect to
the Workingmens Capital Holdings, Inc. Stock Option Plan; (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 Registrant to register
its 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.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of the
day and year indicated below.
/s/ RICHARD J. BOND
- -----------------------------
DIRECTOR
Richard J. Bond
- -----------------------------
Printed Name
Dated: April 16, 1997
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned, a Director of
Old National Bancorp (the "Registrant"), an Indiana corporation with its
principal office located in Evansville, Indiana, does hereby severally make,
constitute and appoint Steve H. Parker and Jeffrey L. Knight, and each of them
individually, 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 registration
statements and all amendments, revisions, supplements, exhibits and other
documents in connection therewith relating to the proposed registration,
offering, sale and issuance of securities of the Registrant with respect to
the Workingmens Capital Holdings, Inc. Stock Option Plan; (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 Registrant to register
its 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.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of the
day and year indicated below.
/s/ ALAN W. BRAUN
- -----------------------------
DIRECTOR
Alan W. Braun
- -----------------------------
Printed Name
Dated: April 16, 1997
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned, a Director of
Old National Bancorp (the "Registrant"), an Indiana corporation with its
principal office located in Evansville, Indiana, does hereby severally make,
constitute and appoint Steve H. Parker and Jeffrey L. Knight, and each of them
individually, 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 registration
statements and all amendments, revisions, supplements, exhibits and other
documents in connection therewith relating to the proposed registration,
offering, sale and issuance of securities of the Registrant with respect to
the Workingmens Capital Holdings, Inc. Stock Option Plan; (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 Registrant to register
its 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.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of the
day and year indicated below.
/s/ JOHN J. DAUS, JR.
- -----------------------------
DIRECTOR
John J. Daus, Jr.
- -----------------------------
Printed Name
Dated: April 16, 1997
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned, a Director of
Old National Bancorp (the "Registrant"), an Indiana corporation with its
principal office located in Evansville, Indiana, does hereby severally make,
constitute and appoint Steve H. Parker and Jeffrey L. Knight, and each of them
individually, 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 registration
statements and all amendments, revisions, supplements, exhibits and other
documents in connection therewith relating to the proposed registration,
offering, sale and issuance of securities of the Registrant with respect to
the Workingmens Capital Holdings, Inc. Stock Option Plan; (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 Registrant to register
its 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.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of the
day and year indicated below.
/s/ WAYNE A. DAVIDSON
- -----------------------------
DIRECTOR
Wayne A. Davidson
- -----------------------------
Printed Name
Dated: April 16, 1997
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned, a Director of
Old National Bancorp (the "Registrant"), an Indiana corporation with its
principal office located in Evansville, Indiana, does hereby severally make,
constitute and appoint Steve H. Parker and Jeffrey L. Knight, and each of them
individually, 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 registration
statements and all amendments, revisions, supplements, exhibits and other
documents in connection therewith relating to the proposed registration,
offering, sale and issuance of securities of the Registrant with respect to
the Workingmens Capital Holdings, Inc. Stock Option Plan; (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 Registrant to register
its 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.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of the
day and year indicated below.
/s/ LARRY E. DUNIGAN
- -----------------------------
DIRECTOR
Larry E. Dunigan
- -----------------------------
Printed Name
Dated: April 16, 1997
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned, a Director of
Old National Bancorp (the "Registrant"), an Indiana corporation with its
principal office located in Evansville, Indiana, does hereby severally make,
constitute and appoint Steve H. Parker and Jeffrey L. Knight, and each of them
individually, 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 registration
statements and all amendments, revisions, supplements, exhibits and other
documents in connection therewith relating to the proposed registration,
offering, sale and issuance of securities of the Registrant with respect to
the Workingmens Capital Holdings, Inc. Stock Option Plan; (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 Registrant to register
its 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.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of the
day and year indicated below.
/s/ DAVID E. ECKERLE
- -----------------------------
DIRECTOR
David E. Eckerle
- -----------------------------
Printed Name
Dated: April 16, 1997
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned, a Director of
Old National Bancorp (the "Registrant"), an Indiana corporation with its
principal office located in Evansville, Indiana, does hereby severally make,
constitute and appoint Steve H. Parker and Jeffrey L. Knight, and each of them
individually, 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 registration
statements and all amendments, revisions, supplements, exhibits and other
documents in connection therewith relating to the proposed registration,
offering, sale and issuance of securities of the Registrant with respect to
the Workingmens Capital Holdings, Inc. Stock Option Plan; (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 Registrant to register
its 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.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of the
day and year indicated below.
/s/ THOMAS B. FLORIDA
- -----------------------------
DIRECTOR
Thomas B. Florida
- -----------------------------
Printed Name
Dated: April 16, 1997
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned, a Director of
Old National Bancorp (the "Registrant"), an Indiana corporation with its
principal office located in Evansville, Indiana, does hereby severally make,
constitute and appoint Steve H. Parker and Jeffrey L. Knight, and each of them
individually, 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 registration
statements and all amendments, revisions, supplements, exhibits and other
documents in connection therewith relating to the proposed registration,
offering, sale and issuance of securities of the Registrant with respect to
the Workingmens Capital Holdings, Inc. Stock Option Plan; (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 Registrant to register
its 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.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of the
day and year indicated below.
/s/ PHELPS L. LAMBERT
- -----------------------------
DIRECTOR
Phelps L. Lambert
- -----------------------------
Printed Name
Dated: April 16, 1997
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned, a Director of
Old National Bancorp (the "Registrant"), an Indiana corporation with its
principal office located in Evansville, Indiana, does hereby severally make,
constitute and appoint Steve H. Parker and Jeffrey L. Knight, and each of them
individually, 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 registration
statements and all amendments, revisions, supplements, exhibits and other
documents in connection therewith relating to the proposed registration,
offering, sale and issuance of securities of the Registrant with respect to
the Workingmens Capital Holdings, Inc. Stock Option Plan; (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 Registrant to register
its 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.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of the
day and year indicated below.
/s/ RONALD B. LANKFORD
- -----------------------------
DIRECTOR
Ronald B. Lankford
- -----------------------------
Printed Name
Dated: April 16, 1997
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned, a Director of
Old National Bancorp (the "Registrant"), an Indiana corporation with its
principal office located in Evansville, Indiana, does hereby severally make,
constitute and appoint Steve H. Parker and Jeffrey L. Knight, and each of them
individually, 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 registration
statements and all amendments, revisions, supplements, exhibits and other
documents in connection therewith relating to the proposed registration,
offering, sale and issuance of securities of the Registrant with respect to
the Workingmens Capital Holdings, Inc. Stock Option Plan; (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 Registrant to register
its 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.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of the
day and year indicated below.
/s/ LUCIEN H. MEIS
- -----------------------------
DIRECTOR
Lucien H. Meis
- -----------------------------
Printed Name
Dated: April 16, 1997
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned, a Director of
Old National Bancorp (the "Registrant"), an Indiana corporation with its
principal office located in Evansville, Indiana, does hereby severally make,
constitute and appoint Steve H. Parker and Jeffrey L. Knight, and each of them
individually, 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 registration
statements and all amendments, revisions, supplements, exhibits and other
documents in connection therewith relating to the proposed registration,
offering, sale and issuance of securities of the Registrant with respect to
the Workingmens Capital Holdings, Inc. Stock Option Plan; (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 Registrant to register
its 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.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of the
day and year indicated below.
/s/ LOUIS L. MERVIS
- -----------------------------
DIRECTOR
Louis L. Mervis
- -----------------------------
Printed Name
Dated: April 16, 1997
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned, a Director of
Old National Bancorp (the "Registrant"), an Indiana corporation with its
principal office located in Evansville, Indiana, does hereby severally make,
constitute and appoint Steve H. Parker and Jeffrey L. Knight, and each of them
individually, 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 registration
statements and all amendments, revisions, supplements, exhibits and other
documents in connection therewith relating to the proposed registration,
offering, sale and issuance of securities of the Registrant with respect to
the Workingmens Capital Holdings, Inc. Stock Option Plan; (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 Registrant to register
its 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.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of the
day and year indicated below.
/s/ DAN W. MITCHELL
- -----------------------------
DIRECTOR
Dan W. Mitchell
- -----------------------------
Printed Name
Dated: April 16, 1997
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned, a Director of
Old National Bancorp (the "Registrant"), an Indiana corporation with its
principal office located in Evansville, Indiana, does hereby severally make,
constitute and appoint Steve H. Parker and Jeffrey L. Knight, and each of them
individually, as her true and lawful attorney-in-fact and agent, with full
power of substitution and re-substitution, for and on her behalf and in his
name, place and stead, and in all capacities, (a) to execute registration
statements and all amendments, revisions, supplements, exhibits and other
documents in connection therewith relating to the proposed registration,
offering, sale and issuance of securities of the Registrant with respect to
the Workingmens Capital Holdings, Inc. Stock Option Plan; (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 Registrant to register
its 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.
IN WITNESS WHEREOF, the undersigned has hereunto set her hand as of the
day and year indicated below.
/s/ MARJORIE Z. SOYUGENC
- -----------------------------
DIRECTOR
Marjorie Z. Soyugenc
- -----------------------------
Printed Name
Dated: April 16, 1997
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned, a Director of
Old National Bancorp (the "Registrant"), an Indiana corporation with its
principal office located in Evansville, Indiana, does hereby severally make,
constitute and appoint Steve H. Parker and Jeffrey L. Knight, and each of them
individually, 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 registration
statements and all amendments, revisions, supplements, exhibits and other
documents in connection therewith relating to the proposed registration,
offering, sale and issuance of securities of the Registrant with respect to
the Workingmens Capital Holdings, Inc. Stock Option Plan; (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 Registrant to register
its 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.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of the
day and year indicated below.
/s/ CHARLES D. STORMS
- -----------------------------
DIRECTOR
Charles D. Storms
- -----------------------------
Printed Name
Dated: April 16, 1997
MM:awc:SS-90564-2
