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 24, 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 24, 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 24, 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 24, 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 24, 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 24, 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 24, 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 24, 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 24, 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 24, 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 24, 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 24, 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 24, 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 24, 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 24, 2000
