UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
OLD NATIONAL BANCORP
------------------------------------------------------
(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
- ---------------------------------------- ----------
(Address of Principal Executive Offices) (Zip Code)
Heritage Bank 1989 Employees' Stock Option Plan
- --------------------------------------------------------------------------------
(Full title of the plan)
Jeffrey L. Knight, Esq.,
Corporate Secretary & General Counsel,
Old National Bancorp
420 Main Street,
Evansville, Indiana 47708
---------------------------------------
(Name and address of agent for service)
(812) 464-1363
--------------
(Telephone number, including area code, of agent of service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of securities Amount to be Proposed maximum offering Proposed maximum Amount of
to be registered registered (1)(2)(3) price per share (3) aggregate offering price (3) registration fee
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 12,337 $29.81 $367,766 $98.00
no par value
- -----------------------------------------------------------------------------------------------------------------------
</TABLE>
1. Pursuant to Rule 416(a), also registered hereunder is an indeterminate number
of shares of Common Stock issuable as a result of the anti-dilution provisions
of the Heritage Bank 1989 Employees' Stock Option Plan (the "Plan").
2. Pursuant to the terms of the Plan, an aggregate of 150,000 shares are
issuable pursuant to awards granted thereunder. The 12,337 shares registered
hereby represent the remaining shares issuable pursuant to the Plan.
3. With respect to the shares registered hereby, the offering price per share,
the aggregate offering price and the registration fee have been calculated in
accordance with paragraph (c) and (h)(1) of Rule 457 on the basis of the average
high and low sale prices for the Company's Common Stock on May 19, 2000, as
quoted on the Nasdaq National Market ($29.81 per share).
<PAGE>
PART I
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. Registrant 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
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, 1999.
2. Registrant's Annual Report to Shareholders for the fiscal year
ended December 31, 1999.
3. Registrant's Form 10-Q for the quarter ended March 31, 2000.
4. Registrant's Report on Form 8-K filed on April 19, 2000.
5. 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 the description of Registrant's
Preferred Stock Purchase Rights contained in Registrant's Form
8-A, dated March 1, 1990, as amended on March 1, 2000, including
the Rights Agreement, dated March 1, 1990, as amended on March 1,
2000, between the Registrant and Old National Bank in Evansville,
as Trustee (incorporated by reference thereto).
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.
<PAGE>
Item 4. Description of Securities.
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 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.
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, as amended on March 1, 2000, including
the Rights Agreement, dated March 1, 1990, as amended on March 1,
2000, between the Registrant and Old National Bank in Evansville,
as Trustee (incorporated by reference thereto).
4.2 Heritage Bank 1989 Employees' 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).
<PAGE>
23.2 Consent of PricewaterhouseCoopers LLP.
23.3 Consent of Arthur Andersen LLP.
23.4 Consent of Heathcott & Mullaly, P.C.
23.5 Consent of Olive LLP.
24 Powers of Attorney.
Item 9. 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, 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;
(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.
<PAGE>
(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 May 23, 2000.
OLD NATIONAL BANCORP
By:/s/ JAMES A. RISINGER
----------------------------
James A. Risinger, 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 May 23, 2000.
Name Title
- ---- -----
/s/ JAMES A. RISINGER
- ---------------------------------------- Chairman of the Board, Director,
James A. Risinger President and Chief Executive
Officer (Chief Executive Officer)
/s/ JOHN S. POEKLER
- ---------------------------------------- Executive Vice President (Chief
John S. Poekler Financial Officer and Principal
Accounting Officer)
DAVID L. BARNING*
- ---------------------------------------- Director
David L. Barning
RICHARD J. BOND*
- ---------------------------------------- Director
Richard J. Bond
ALAN W. BRAUN*
- ---------------------------------------- Director
Alan W. Braun
WAYNE A. DAVIDSON*
- ---------------------------------------- Director
Wayne A. Davidson
LARRY E. DUNIGAN*
- ---------------------------------------- Director
Larry E. Dunigan
DAVID E. ECKERLE*
- ---------------------------------------- Director
David E. Eckerle
ANDREW E. GOEBEL*
- ---------------------------------------- Director
Andrew E. Goebel
PHELPS L. LAMBERT*
- ---------------------------------------- Director
Phelps L. Lambert
RONALD B. LANKFORD*
- ---------------------------------------- Director
Ronald B. Lankford
<PAGE>
LUCIEN H. MEIS*
- ---------------------------------------- Director
Lucien H. Meis
LOUIS L. MERVIS*
- ---------------------------------------- Director
Louis L. Mervis
JOHN N. ROYSE*
- ---------------------------------------- Director
John N. Royse
MARJORIE Z. SOYUGENC*
- ---------------------------------------- Director
Marjorie Z. Soyugenc
KELLEY N. STANLEY*
- ---------------------------------------- Director
Kelley N. Stanley
CHARLES D. STORMS*
- ---------------------------------------- Director
Charles D. Storms
*By: /s/ JEFFREY L. KNIGHT
------------------------------------
Printed Name: Jeffrey L. Knight
Attorney-in-Fact
EXHIBIT 4.2
HERITAGE BANK 1989 EMPLOYEES'
STOCK OPTION PLAN
<PAGE>
Table of Contents
Page
----
SECTION 1.
Plan Purpose..................................................1
SECTION 2.
Definitions...................................................1
SECTION 3.
Plan Administration...........................................2
SECTION 4.
Stock Subject to Plan.........................................2
SECTION 5.
Eligible Employees............................................2
SECTION 6.
Option Price..................................................3
SECTION 7.
Exercise of Options...........................................3
SECTION 8.
Withholding Taxes.............................................4
SECTION 9.
Surrender of Options..........................................4
SECTION 10.
Capital Adjustments and Corporate Reorganizations.............5
SECTION 11.
Regulatory Approvals and Listing..............................5
SECTION 12.
Non-Transferability...........................................5
SECTION 13.
Stock Option Agreement........................................5
SECTIONS 14-19.
General Provisions..........................................6-7
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<PAGE>
HERITAGE BANK
1989 EMPLOYEES' STOCK OPTION PLAN
1. PURPOSE. The purpose of the Plan is to advance the interests of the Bank and
its shareholders by attracting and retaining in the employ of the Bank key
professional and management employees, by providing such employees with the
incentive for outstanding performance inherent in stock options and by
increasing their proprietary interest in the Bank through Stock ownership.
2. DEFINITIONS.
(a) "Bank" means Heritage Bank.
(b) "Code" means the Internal Revenue Code of 1986, as amended, and
the rules and regulations promulgated thereunder.
(c) "Committee" means the committee appointed by the Board of
Directors of the Bank to administer the Plan, which committee
shall consist of not less than three members, none of whom shall
be eligible to receive Options hereunder.
(d) "Disability" means permanent and total disability within the
meaning of Section 22(e)(3) of the Code, as determined by the
Committee.
(e) "Fair Market Value" means the price at which a willing buyer and
a willing seller will trade the Stock on a particular date. The
determination of the Fair Market Value of the Stock as of a
particular date shall be made by the Committee and shall be based
on all of the facts and circumstances surrounding the Bank and
the Stock at such time. Such a determination shall be consistent
with the rules set forth in Code Section 422A and the Treasury
Regulations promulgated thereunder.
(f) "Incentive Option" means an Option to purchase Stock qualifying
as an incentive stock option within the heading of Code Section
422A.
(g) "Non-Qualified Option" means an Option to purchase Stock which is
not an incentive Option.
(h) "Option" means a Stock option granted under the Plan.
(i) "Option Price" means the purchase price to be paid for each share
of Stock purchased under an Option.
(j) "Optionee" means an employee of the Bank who has been granted one
or more Options.
(k) "Plan" means the Heritage Bank 1989 Employees' Stock Option Plan.
(l) "Stock" means the common stock, $2.00 par value of the Bank.
-ii-
<PAGE>
3. PLAN ADMINISTRATION. The Committee shall have full authority to administer
the Plan in accordance with its provision. The Committee shall determine the
dates on which Option are to be granted (provided that the date of grant shall
not precede the date on which the Committee takes action to approve the granting
of such (Options) and shall select the employees to whom Options are to be
granted. At the time an Option is granted, the Committee shall:
(a) determine the number of shares of Stock subject to each Option;
(b) determine whether the Option is an Incentive Option or a
Non-Qualified Option;
(c) determine the Option Price, subject to the limitations of
Sections 6 and 19;
(d) provide for the exercise of Option, subject to the limitations of
Section 7, 11, and 19;
(e) determine whether and the extent to which the Optionee is
authorized to surrender the right to exercise the Option as
provided in Section 9.
The Committee may grant Options conditioned upon an employee's consent to the
cancellation of outstanding and unexercised Option regardless of the price of
such canceled Options and may specify a minimum number of shares of Stock (as
adjusted pursuant to Section 10) which must be purchased at any one time upon
exercise of a portion of an Option. The Committee is authorized to interpret the
provisions of the Plan; to establish, amend and rescind rules and procedures and
adopt forms for use under the Plan; and to make all other determinations
necessary or advisable in connection with the administration of the Plan. Any
action by the Committee shall be final and binding on all Optionees and their
personal representatives. No member of the Committee shall be liable to any
Optionee for any action taken or determination made in good faith.
4. STOCK SUBJECT TO PLAN. The aggregate number of shares of Stock for which
Options may be granted and which may be issued pursuant to the exercise of
Options under the Plan shall not exceed 150,000 (adjusted pursuant to Section
10), which shares may be authorized and unissued or treasury shares. If an
Option expires, is canceled with the consent of the Optionee, or is terminated,
in whole or in part, for any reason, other than the exercise or surrender
thereof, the shares subject to such Option or portion thereof so expired,
canceled or terminated may again be subject to an Option. The shares of Stock
subject to an Option, or portion thereof, as to which he right to exercise shall
have been surrendered pursuant to section 9 may not again be subject to an
Option under the Plan.
5. ELIGIBLE EMPLOYEES. Options may be granted to such officers and other
full-time key professional and management employees of the Bank as the Committee
may select. A director of the Bank who is not also a salaried employee is not
eligible to receive an Option.
6. OPTION PRICE. The Option Price shall be determined by the Committee, but in
no event shall the Option Price be less than the greater of the par value of the
Stock or the Fair Market Value thereof on the date the Option is granted.
7. EXERCISE OF OPTIONS. An Option shall be exercisable in full at any time or
from time to time or in such installments at such times as the Committee may
prescribe, provided that in no event may an Option be exercisable
-iii-
<PAGE>
(a) until the Optionee shall have completed at least one year of
continued employment at the Bank after the date such Option is
granted; or
(b) for more than ten years from the date such Option is granted, in
the case of an Incentive Option, and ten years and two days, in
the case of a Non-Qualified Option; or
(c) in the case of an Incentive Option, for the first time by the
Optionee during a calendar year, to the extent that the aggregate
Fair Market Value of the Stock (determined as of the respective
dates the options were granted) with respect to which the Option
and all other Incentive Options granted to the Optionee under the
Plan and other stock option plans of the Bank become exercisable
for the first time during such calendar year would exceed
$100,000.
Whether an authorized leave of absence for military or government service shall
constitute termination of employment shall be determined by the Committee. In
the event of the death or Disability of an Optionee during employment, all his
unexercised Options shall immediately become exercisable and may be exercised
(by his personal representative in the event of death) for a period of one year
following the date of such death or Disability, but in no event after the
respective expiration dates of such Options or prior to one year from the
respective dates of grant thereof and, in the case of Incentive Options, subject
to the limitations of clause (c) of the first sentence of this section. In the
event of the termination of an Optionee's employment of cause, any Options held
by him under the Plan not theretofore exercised shall terminate immediately upon
such termination of employment and may not be exercised thereafter. The
Committee in its sole discretion may determine that an Optionee's employment was
terminated for cause, if it finds that the Optionee willfully violated any of
the Bank's policies on ethical business conduct or engaged in any activity or
conduct during his employment which was inimical to the best interest of the
Bank. If an Optionee's employment is terminated for any reason other than by his
death or Disability or by the Bank for cause, his Options, to the extent then
exercisable, may be exercised within the 90 days immediately following the dated
of termination, but in no event after the respective expiration dates of such
Option. An Option may be exercised according to its terms by delivering written
notice to the Secretary or the Chairman of the Board of Directors of the Bank at
its principal executive offices identifying the Option being exercised and
specifying the number of shares of Stock to be purchased, accompanied by the
payment in full of the total Option Price of such shares either in cash or, at
the discretion of the Committee, by delivery of shares of Sock having a Fair
Market Value on the date of exercise equal to the total Option Prices of the
shares, together with any applicable taxes required to be withheld by the Bank
as provided in Section 8. The Committee may for any reason decline to accept
payment of the Option Price of the shares in shares of Stock or may impose such
limitations or restrictions as it, in its sole discretion, deems advisable. An
Optionee shall not have any of the rights of a shareholder with respect to any
of the shares of Stock subject to an Option, unless and until he shall become
the holder of record of such shares, as reflected on the stock transfer records
of the Bank.
8. WITHHOLDING TAXES. Upon exercise of an Option which requires the Bank at the
time of exercise to withhold any Federal, state or local income or other taxes
by reason of the exercise of such Option, the Optionee shall tender to the Bank
along with payment of the total Option Price of the shares an amount in cash
equal to such request to the Committee that the Bank withhold from the shares to
be received upon exercise of the Option shares of Stock having an aggregate Fair
Market Value on the date of exercise at least equal to the applicable
withholding taxes. The acceptance by the Committee. If the exercise of an Option
will give rise to an obligation to withhold
-iv-
<PAGE>
Federal income taxes subsequent to the date of exercise, the Committee may, in
its sole discretion, require the Optionee to place the shares of Stock purchased
under the Option in escrow for the benefit of the Bank until such a time as any
amount is required to be included in the gross income of the Optionee as a
result of the exercise of the Optionee pay the applicable withholding taxes to
the Bank in cash, in which case the shares of Stock shall be released from
escrow to the Optionee. Alternatively, the Committee, in its sole discretion,
may permit the Bank to accept the shares of stock held in escrow to satisfy the
Bank's withholding obligation based on the Fair Market Value of the shares on
the date of the termination of the escrow arrangement. Upon application of such
shares to the Bank's withholding obligation, any shares of Stock held in escrow
which are not, in the sole judgment of the Committee, necessary to satisfy such
obligation shall be released from escrow to the Optionee.
9. SURRENDER OF OPTIONS. At the time an Option is granted, the Committee, in its
sole discretion, may authorize the Optionee during his employment to surrender
the right to exercise the Option or any portion thereof to the extent then
exercisable in exchange for the payment to the Optionee of an amount equal to
the excess of the Fair Market Value of the shares of Stock on the date of
surrender of such right over the total Option Price of the shares, less any
applicable withholding taxes required to be withheld by the Bank. Such payment
shall be made in shares of Stock valued at their Fair Market Value on such date
(with cash in Lieu of fractional shares), cash or a combination thereof, in such
proportion and upon such terms and conditions and subject to such restrictions
as shall be determined by the Committee. The surrender of the right to exercise
an Option shall be mad only if the Bank (i) has filed all reports and statements
required to be filed pursuant to Section 13 of the Securities Exchange Act of
1934, as amended, and only during a period beginning on the third business day
following the date on which quarterly or annual summary statements of Bank's
sales and earnings have been made publicly available and ending on the twelfth
business day following such day or (ii) has other wise complied with the
requirements of Rule 16b-3 under the Securities Exchange Act of 1934, as
amended.
10. CAPITAL ADJUSTMENTS AND CORPORATE REORGANIZATIONS. In the event of any
change in the outstanding shares of Stock by reason of a Stock dividend, split
or combination, recapitalization or reclassification, or a reorganization,
merger or consolidation in which the Bank is the surviving corporation or other
similar change affecting the Stock, the number and class of shares then subject
to Options and for which Options may thereafter be granted and the amounts per
share of Stock payable upon exercise or surrender of such Options shall be
appropriately adjusted by the Committee to reflect such change. No fractional
shares shall be issued as a result of such adjustment. In the event of a
dissolution of the Bank or a reorganization, merger or consolidation in which
the Bank is not the surviving corporation, the Bank by action of its Board of
Directors shall either (i) terminate outstanding and unexercised Options as of
the effective date to be specified by the Committee, of all outstanding and
unexercised Options or portions thereof, provided that no Option shall become
exercisable hereunder either after the expiration date thereof or prior to one
year form the date of grant thereof, and provided, further, that no Incentive
Options may be exercisable for the first time by an Optionee during a calendar
year to the extent that the aggregate Fair Market Value of the Stock (determined
as of the respective dates the options granted) with respect to which the Option
and all other Incentive Options granted to the Optionee under the Plan and other
stock option plans of the Bank become exercisable for the first time during such
calendar year would exceed $100,000 or (ii) in the case of such reorganization,
merger or consolidation, arrange for an appropriate substitution of shares or
other securities of the corporation
-v-
<PAGE>
with which the Bank is reorganized, merged or consolidated in lieu of the shares
of stock which are subject to such outstanding and unexercised Options.
11. REGULATORY APPROVALS AND LISTING. For so long as Options are outstanding
under the Plan, the Bank shall endeavor to (i) obtain from any governmental
regulatory authority having jurisdiction any approval, consent or authorization
necessary to issue the shares of stock upon exercise of such outstanding
Options, (ii) register or qualify such shares under applicable state and Federal
securities laws and (iii) obtain from any stock exchange on which the Stock is
listed the admission by such exchange of such shares to listing. If, in the
opinion of counsel for the Bank, the issuance of any shares of Stock hereunder
would not be lawful for any reason or would violate the rules of policies of any
stock exchange on which the Stock is listed, the obligated to issue any shares
upon exercise of an Option, unless a registration statement in compliance with
the provisions of the Securities Act of 1933, as amended, is in effect at the
time with respect to such shares or the bank receives an opinion of counsel or
other evidence satisfactory to the Committee that the issuance of such shares in
the absence of an effective registration statement would not constitute a
violation of such Act.
12. NON-TRANSFERABILITY. Options granted under the Plan may not be assigned,
pledged or otherwise transferred except by will or the laws of descent and
distribution, and during the lifetime of the Optionee are exercisable only by
the Optionee.
13. STOCK OPTION AGREEMENT. Each Option granted under the Plan shall be
evidenced by a stock option agreement executed by the Optionee and by a member
of the Committee on behalf of the Bank setting forth the terms and conditions of
the Option either expressly or by reference to the Plan. Options which are
intended to be incentive Options shall be designated as such. A stock option
agreement may contain such other provisions not inconsistent with or prohibited
by the Plan as the Committee in its discretion may determine.
14. EFFECTIVE DATE AND TERM OF THE PLAN. The effective dated of the Plan shall
be the date the Board of Directors of the Bank adopts the Plan after the Plan is
approved by the shareholders of the Blank at the meeting scheduled for May 25,
1989. No Option may be granted under the plan after May 24, 1999.
15. AMENDMENT OF THE PLAN. The Plan may be amended, either retroactively or
prospectively, or may be terminated at any time by the Board of Directors of the
Bank, provided that, without the approval of the Bank's shareholders, no
amendment shall (i) extend the term of the Plan; (iii) increase the number of
shares of Stock which may be issued under the Plan; (iv) change the minimum
purchase price; or (v) materially increase the benefits accruing to Optionees
under the Plan. No amendment of the Plan may materially impair the rights or
increase the obligations of an Optionee under any Option previously granted
under the plan without the consent of the Optionee, unless required by law.
16. DISQUALIFYING DISPOSITIONS. If an Optionee disposes of shares of Stock
acquired upon exercise of an Incentive Option within two years from the date the
Option is granted or within one year after the issuance of such shared to him,
the Optionee shall notify the Bank of such disposition and provide information
as to the date of disposition, sale price, number of shares disposed of and any
other information relating thereto which the Bank may reasonably request.
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<PAGE>
17. GOVERNING LAW. The validity and construction of the Plan and any agreements
there under shall be governed by the laws of the State of Tennessee.
18. MISCELLANEOUS PROVISIONS. Options granted under the Plan shall not be
affected by any change of employment among the Bank and any subsidiaries, so
long as the Optionee continues to be an employee of the Bank or of any
subsidiary. Nothing in the Plan shall be deemed to give any employee of the Bank
or of a subsidiary the right to be retained in employment by the Bank or a
subsidiary for any period of time, and no provision of the Plan or granting of
Options under the plan shall be deemed to interfere with the right of the Bank
or of a subsidiary to terminate the employment of any Optionee at any time
without regard to the effect that such discharge will have on his rights, if
any, under the Plan or under any Option granted under the Plan.
19. SPECIAL RULE FOR OPTIONS GRANTED TO TEN PERCENT SHAREHOLDERS.
Notwithstanding any other provisions of this Plan, in the event that one or more
Options are granted to any employee of the Bank who, immediately after the
granting of an Option, owns more that ten percent (10%) of the issued and
outstanding Stock, the following special rules will apply to such Option or
Options:
(a) Option Price: The price on any Option to which this Section 19
applies must be at least 110% of the Fair Market Value of the
Stock on the date of the grant of the Option.
(b) Term of Option: The term for exercising any Option to which this
Section 19 applies must not exceed five years from the date of
the grant of the option.
For purposes of this Section 19, an employee will be considered as owning all
Stock owned by the employee's brothers, sisters, spouse, ancestors and lineal
descendants, and his pro rata share of all Stock owned by corporations,
partnerships, estates and trusts in which he has an interest.
-vii-
EXHIBIT 5
May 23, 2000
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 offered
and issued upon the terms and subject to the conditions set forth in the
Heritage Bank 1989 Employees' 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 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, LLP
--------------------------------------------
KRIEG DEVAULT ALEXANDER & CAPEHART, LLP
EXHIBIT 23.1
CONSENT OF COUNSEL
The consent of Krieg DeVault Alexander & Capehart, LLP is included in
its opinion attached to this Registration Statement as Exhibit 5.
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of Old National Bancorp of our report dated
January 26, 2000 relating to the financial statements appearing in Old National
Bancorp's Annual Report on Form 10-K for the year ended December 31, 1999 and of
our report dated March 10, 2000 relating to the supplemental consolidated
financial statements appearing in Old National Bancorp's current Report on Form
8-K filed April 19, 2000.
/s/ PRICEWATERHOUSECOOPERS LLP
------------------------------
PricewaterhouseCoopers LLP
Chicago, Illinois
May 22, 2000
EXHIBIT 23.3
CONSENT OF INDEPENDENT ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in this registration statement of our report dated January 27,
1999 (except with respect to the business combination discussed in Note 2
as to which the date is January 29, 1999) included in Old National
Bancorp's annual report on Form 10-K for the year ended December 31, 1999
and to the incorporation by reference in this registration statement of our
report dated January 27, 1999 (except with respect to the Southern
Bancshares LTD, ANB Corporation and Heritage Financial Services, Inc.
business combinations discussed in Note 2 as to which the dates are January
29, 1999, March 10, 2000 and March 1, 2000, respectively ) included in Old
National Bancorp's supplemental financial statements on Form 8-K for the
year ended December 31, 1999 and to all references to our Firm included in
this registration statement.
/s/ ARTHUR ANDERSEN LLP
-----------------------
Arthur Andersen LLP
Indianapolis, Indiana,
May 22, 2000
EXHIBIT 23.4
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated January 18, 2000 relating to the
financial statements of Heritage Financial Services, Inc. appearing in Old
National Bancorp's current Report on Form 8-K filed April 19, 2000.
/s/ HEATHCOTT & MULLALY, P.C.
-----------------------------
Heathcott & Mullaly, P.C.
Brentwood, Tennessee,
May 22, 2000
EXHIBIT 23.5
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated January 28, 2000 relating to the
financial statements of ANB Corporation appearing in Old National Bancorp's
current Report on Form 8-K filed April 19, 2000.
/s/ OLIVE LLP
Olive LLP
Indianapolis, Indiana,
May 22, 2000
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 John S. Poelker 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 Heritage Bank 1989 Employees' 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: May 19, 2000
<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 John S. Poelker 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 Heritage Bank 1989 Employees' 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: May 19, 2000
<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 John S. Poelker 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 Heritage Bank 1989 Employees' 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: May 19, 2000
<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 John S. Poelker 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 Heritage Bank 1989 Employees' 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: May 19, 2000
<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 John S. Poelker 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 Heritage Bank 1989 Employees' 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: May 19, 2000
<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 John S. Poelker 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 Heritage Bank 1989 Employees' 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: May 19, 2000
<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 John S. Poelker 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 Heritage Bank 1989 Employees' 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/ ANDREW E. GOEBEL
--------------------
DIRECTOR
Andrew E. Goebel
Printed Name
Dated: May 19, 2000
<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 John S. Poelker 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 Heritage Bank 1989 Employees' 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 P. Lambert
Printed Name
Dated: May 19, 2000
<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 John S. Poelker 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 Heritage Bank 1989 Employees' 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: May 19, 2000
<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 John S. Poelker 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 Heritage Bank 1989 Employees' 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: May 19, 2000
<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 John S. Poelker 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 Heritage Bank 1989 Employees' 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: May 19, 2000
<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 John S. Poelker 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 Heritage Bank 1989 Employees' 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 N. ROYSE
-----------------
DIRECTOR
John N. Royse
Printed Name
Dated: May 19, 2000
<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 John S. Poelker 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 Heritage Bank 1989 Employees' 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: May 19, 2000
<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 John S. Poelker 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 Heritage Bank 1989 Employees' 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/ KELLEY N. STANLEY
---------------------
DIRECTOR
Kelley N. Stanley
Printed Name
Dated: May 19, 2000
<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 John S. Poelker 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 Heritage Bank 1989 Employees' 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: May 19, 2000
