<PAGE>
As filed with the Securities and Exchange Commission on _______, 1996.
Registration No.
======================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
NATIONAL CITY BANCSHARES, INC.
(Exact name of registrant as specified in its charter)
Indiana 6711 35-1632155
(State or other (Primary Standard (I.R.S. Employer
jurisdiction of Industrial Class- Identification No.)
incorporation or ification Code No.)
organization)
227 Main Street
P.O. Box 868
Evansville, IN 47705-0868
(812) 464-9800
(Address of Principal Executive Offices)
NATIONAL CITY BANCSHARES, INC.
INCENTIVE STOCK OPTION PLAN
(Full title of the Plan)
_______________
Mr. Robert A. Keil copies of communications to:
President Martin D. Werner, Esq.
National City Bancshares, Inc. Werner & Blank Co., L.P.A.
227 Main Street 7205 W. Central Avenue
Evansville, IN 47708 Toledo, OH 43617
(812) 464-9800 (419) 841-8051
(Name, Address, and Telephone Number of agent for service)
<PAGE>
Calculation of Registration Fee
======================================================================
<TABLE>
<CAPTION>
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered Per Unit(l) Price(l) Fee
- ---------- ---------- ----------- -------------- ------------
<S> <C> <C> <C> <C>
Common Stock 609,000 $28.00 $17,052,000.00 $5,880.00
</TABLE>
======================================================================
(1) Estimated solely for the purpose of determining the registration
fee pursuant to Rule 457, based upon the average of the bid and asked
prices for the Common Stock in the over-the-counter market on August
21, 1996.
_____________
Approximate date of commencement of proposed sale to the public:
As soon as practicable after this Registration Statement becomes
effective.
_____________
<PAGE>
PART 1
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
----------------------------------------------------
The information required to be included in the Section 10(a)
prospectus is not required to be included herein.
PART II
Item 3. Incorporation of Documents by Reference
The following documents are incorporated in this Registration
Statement by reference:
(a) Annual Report on Form 10-K for the fiscal year ended
December 31, 1995, filed pursuant to Section 13 of the
Exchange Act: (File No. 0-13585);
(b) All other reports filed pursuant to Section 13(a) or 15(d)
of the Exchange Act since the end of the fiscal year covered
by the Annual Report on Form 10-K referred to in (a) above:
(File No. 0-13585); and
(c) The description of the Corporation's Common Stock contained
in the Registration Statement filed on Form S-4 (File No.
333-59959).
All documents filed by the Corporation pursuant to Sections
(13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this
Registration Statement and prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been
sold, or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference in this Registration
Statement, and to be a part hereof from the date of such filing.
Item 4. Description of Securities
Not applicable.
Item 5. Interest of Named Experts and Counsel
Not applicable.
Item 6. Indemnification of Directors and Officers
Chapter 37 of the Indiana Business Corporation Law provides that
Indiana corporations may indemnify an individual made a party to any
threatened, pending, or completed action, suit or proceeding whether
civil, criminal, administrative or investigative, because the
individual is or was a director, officer, employee or agent of the
corporation, against liability incurred in the proceeding if the
person: (i) acted in good faith and (ii) the individual believes his
conduct was in the corporation's best interest or was not opposed to
the corporation's best interest.
<PAGE>
Chapter 37 further provides that a corporation shall indemnify an
individual who was fully successful on the merits or otherwise in any
proceeding to which the director, officer, employee or agent was a
party because the individual was or is a director, officer, employee
or agent of the corporation, for reasonable expenses incurred by the
director in connection with the proceeding. Chapter 37 also provides
that a corporation may purchase and maintain insurance on behalf of
the individual who is or was a director, officer, employee or agent of
the corporation or who, while a director, officer, employee or agent
of the corporation is or was serving at the request of the corporation
as a director, officer, partner, trustee, employer or agent of another
foreign or domestic corporation, partnership, joint venture, trust,
employee benefit plan or other enterprises, against liability asserted
against or incurred by the individual in that capacity or arising from
the individual status as a director, officer, employee, or agent.
Registrant maintains a directors' and officers' liability
insurance policy, including corporation reimbursement, for the purpose
of providing indemnification to its directors and officers in the
event of such a threatened, pending or completed action.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
4.1 National City Bancshares, Inc. Incentive Stock Option Plan
dated October 18, 1995
5 Legal Opinion
23 Consent of McGladrey & Pullen LLP Certified Public Accountants
24 Power 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;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the
Registration Statement (or the most recent post-
effective amendment thereof) which, individually
or in the aggregate, represent a fundamental
change in the information set forth in the
Registration Statement;
<PAGE>
(iii) To include any material information with respect
to the plan of distribution not previously
disclosed in the Registration Statement or any
material change to such information in the
Registration Statement;
Provided, however, that Paragraph (a)(l)(i) and
(a)(l)(ii) shall 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 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by
reference in the Registration Statement
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-
effective amendment shall be deemed to be a new
Registration Statement relating to the securities
offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide
offering thereof.
(3) To remove registration by means of a post-effective
amendment any of the securities being registered which
remain unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities
Act of 1933, each filing of the Registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of
an employee benefit plan's annual report pursuant to Section
15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the Registration Statement
shall be deemed to be a new Registration Statement relating
to the securities offered herein, and the offering of such
securities at that time shall be deemed to be the initial
bona fide offering thereof.
(h) 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 provisions described in Item 6, 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 Act and is,
therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a
director, officer or controlling person of the Registrant in
the successful defense of any action, suit or proceedings)
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 Act and will be governed by the final
adjudication of such issue.
<PAGE>
SIGNATURES
----------
THE REGISTRANT
- --------------
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Evansville,
State of Indiana, on this 23rd day of August, 1996.
National City Bancshares, Inc.
By: /s/ Robert A. Keil
---------------------------
Robert A. Keil, President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons
in the capacities indicated on the 23rd day of August, 1996.
Signature Title
--------- -----
/s/ John D. Lippert
- -------------------
John D. Lippert Chairman of the Board, Chief Executive
Officer and Director (Principal
Executive Officer)
/s/ Robert A. Keil
- ------------------
Robert A. Keil President and Director
(Chief Financial Officer)
/s/ Harold A. Mann
- ------------------
Harold A. Mann Secretary/Treasurer
(Principal Accounting Officer)
Janice L. Beesley* Director
Michael F. Elliott* Director
Susanne R. Emge* Director
Donald G. Harris* Director
Dr. H. Ray Hoops* Director
Ronald G. Reherman* Director
Laurence R. Steenberg* Director
*By: /s/ John D. Lippert
-------------------
John D. Lippert
Attorney-in-Fact
<PAGE>
THE PLAN
- --------
Pursuant to the requirements of the Securities Act of 1933, the
National City Bancshares, Inc. Incentive Stock Option Plan has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Evansville and
State of Indiana on this 23rd day of August, 1996.
NATIONAL CITY BANCSHARES, INC.
INCENTIVE STOCK OPTION PLAN
By: /s/ Laurence R. Steenberg
---------------------------------
Laurence R. Steenberg, Chairman
Compensation Committee
<PAGE>
<PAGE>
Exhibit 4.1
NATIONAL CITY BANCSHARES, INC.
INCENTIVE STOCK OPTION PLAN
ARTICLE I. PURPOSE.
The purpose of this Incentive Stock Option Plan (the "Plan") is
to encourage stock ownership by certain executive employees of
NATIONAL CITY BANCSHARES, INC., an Indiana corporation and its
"subsidiary corporations" (collectively the "Corporation"), so that
they may acquire a proprietary interest in the success of the
Corporation. The term "subsidiary corporation" shall be defined in the
same manner as such term is defined in Section 424(f) of the Internal
Revenue Code of 1986, as amended (the "Code") and shall include
subsidiary corporations which become such after the adoption of the
Plan. The Plan is intended to provide an incentive for maximum effort
in the successful operation of the Corporation and to encourage
certain employees of the Corporation to remain in the employ of the
Corporation. It is further intended that the options granted pursuant
to the Plan shall constitute "Incentive Stock Options" within the
meaning of Section 422 of the Code, except as specifically provided
herein.
ARTICLE II. ADMINISTRATION.
The Plan shall be administered by the Compensation Committee (the
"Committee") which shall consist of three or more members of the Board
of Directors of National City Bancshares, Inc. (the "Board of
Directors") who are not employees of the Corporation and who are
appointed to the Committee from time to time by the Board of
Directors. If any member of the Committee becomes an executive
employee of the Corporation, his or her membership on the Committee
shall automatically terminate. No Director may be appointed to the
Committee who has, during the one year period immediately preceding
his or her prospective appointment date, been granted options under
the Plan. Members of the Committee shall be appointed by and shall
serve at the pleasure of the Board of Directors. A majority of the
Committee shall constitute a quorum and acts of a majority of the
members present at any meeting at which a quorum is present, or acts
approved in writing by all members of the Committee, shall be deemed
to be valid acts of the Committee. No member of the Committee shall be
eligible to receive an option under the Plan.
The Committee shall select one of its members to serve as
Chairman, shall appoint one of its members as Secretary, who shall
maintain a record of its actions and decisions, and shall hold
meetings from time to time as it may determine. The Committee shall
have authority to:
(a) Determine which of the eligible employees of the Corporation
(determined under Article III hereof) shall be granted
options, when such options shall be granted and the number
of shares and terms with respect to each such option;
1
<PAGE>
(b) Prescribe rules and regulations for administering the Plan;
and
(c) Decide any questions arising as to the interpretation or
application of any provision under this Plan.
The determination of the Committee as to any of these matters shall be
final and binding upon all persons whomsoever and shall be reported to
the Board of Directors at its next ensuing meeting.
ARTICLE III. ELIGIBILITY.
The persons who shall be eligible to receive options pursuant to
the Plan shall be such of the key employees of the Corporation,
including but not limited to officers (whether or not they are also
directors of the Corporation), as the Committee shall select from time
to time. A grantee of an option under this Plan (an "Optionee") may
hold more than one option hereunder, but only on the terms and
conditions hereinafter set forth. Notwithstanding any of the other
provisions of this Plan, options shall not be granted hereunder to an
individual who then owns stock possessing more than ten percent (10%)
of the total combined voting power of all classes of stock of National
City Bancshares, Inc., or of a parent or a subsidiary corporation (as
those terms are defined in Section 424 of the Code) of National City
Bancshares, Inc., such ownership to be determined by application of
the applicable attribution rules under the Code.
ARTICLE IV. STOCK TO BE ISSUED UNDER THIS PLAN.
The stock to be issued upon the exercise of options granted under
the Plan shall be shares of the common stock without par value of
National City Bancshares, Inc. ("Common Stock") which may either be
authorized and unissued shares or issued shares held in or hereafter
acquired for the treasury of National City Bancshares, Inc. The
aggregate number of shares of Common Stock which may be issued under
options granted hereunder shall not exceed Two Hundred and Ninety
Thousand (290,000) shares. In the event that any outstanding option
under the Plan expires or is terminated, the shares of Common Stock
allocable to the unexercised portion of such option may again be
subject to an option under the Plan.
National City Bancshares, Inc. shall not be required to issue or
deliver any certificate for shares of its Common Stock purchased upon
the exercise of all or any part of an option before completion of any
registration or other qualification of such shares under any state or
federal law or ruling or regulation of any governmental regulatory
body that National City Bancshares, Inc. shall, in its sole
discretion, determine is necessary or advisable.
2
<PAGE>
ARTICLE V. TERMS AND CONDITIONS OF OPTIONS.
Each option granted under the Plan shall be evidenced by an
agreement in writing which shall be subject to such amendment and
modification from time to time as the Committee shall deem necessary
to comply with applicable law or regulation, and which shall contain,
in such form and with such other provisions as the Committee shall
from time to time determine, provisions which comply with the
following terms and conditions:
(a) The Number of Shares. Each option shall state the number of
shares of Common Stock to which it pertains.
(b) Option Price. Each option shall state the option price per
share of Common Stock which shall be equal to the fair
market value of one share of Common Stock on the date of the
granting of the option. The Committee shall have full
authority to determine the fair market value of a share of
Common Stock. If the Common Stock is traded in the over-
the-counter market, such fair market value shall be deemed
to be the arithmetical mean between the asked and the bid
prices between the opening of the market and noon on such
date as reported by NASDAQ. If the Common Stock is traded on
an exchange, such fair market value shall be deemed to be
the arithmetical mean of the high and low prices at which it
is quoted or traded between the opening of the market and
noon on such day on the exchange on which it generally has
the greatest trading volume.
(c) Medium and Time of Payment. The option price shall be
payable in United States dollars, or, if authorized by the
Committee in the option grant, in whole or in part in common
shares of the Corporation valued at fair market value, as
determined by the Committee. The option price shall be
payable in full upon the exercise of the option, and the
exercise of any option and the delivery of the optioned
shares shall be contingent upon receipt by National City
Bancshares, Inc. of the full purchase price paid in cash,
check, or, if authorized, common shares of the Corporation.
(d) Term and Exercise of Options. Each option shall state the
period of time during which the option may be exercised;
provided, however that, anything contained herein to the
contrary notwithstanding, no option granted hereunder shall
be exercisable after the expiration of ten years after the
date of grant of such option. Subject to the terms of the
Plan and the individual agreement granting a particular
option, any option may be exercised, in whole or in part,
from time to time, as to one or more whole shares of Common
Stock covered by the option, during its period of exercise.
(e) Maximum Value of Stock with Respect to Which Options Are
Exercisable for First Time in Any Calendar Year. In the
event the aggregate fair market value (determined at the
time the option is granted) of Common Stock with respect to
3
<PAGE>
which options are exercisable hereunder for the first time
by any eligible employee during any one calendar year (under
the Plan and all other incentive stock option plans of
National City Bancshares, Inc. or any parent or subsidiary
corporation of National City Bancshares, Inc.) shall exceed
One Hundred Thousand Dollars, such options shall, to the
extent of such excess, be treated as options which are not
incentive stock options, taking options into account in the
order in which they were granted. In the case of an option
that is to be treated in part as an incentive stock option
and in part as a nonincentive stock option, National City
Bancshares, Inc. may designate the shares of Common Stock
that are to be treated as stock acquired pursuant to
exercise of an incentive stock option by issuing a separate
certificate for such shares and identifying the certificate
as incentive stock option shares in the stock transfer
records of National City Bancshares. The remaining shares
of Common Stock shall be treated as stock acquired pursuant
to the exercise of a nonincentive stock option and
identified as such in the stock transfer records of
National City Bancshares.
(f) Transfer of Option. Neither the whole nor any part of any
option shall be transferable by an Optionee or by operation
of law during said Optionee's lifetime and at said
Optionee's death an option or any part thereof shall only be
transferable by said Optionee's will or by the laws of
descent and distribution. An option may be exercised during
the lifetime of the Optionee only by the Optionee. Any
option, and any and all rights granted to an Optionee
thereunder, to the extent not theretofore effectively
exercised shall automatically terminate and expire upon any
sale, transfer or hypothecation or any attempted sale,
transfer or hypothecation of such option or rights, or upon
the bankruptcy or insolvency of the Optionee.
(g) Termination of Employment. No option may be exercised after
the termination of the employment of the Optionee with the
Corporation except as hereinafter provided, specifically
subject, however, to the provisions of paragraph (d) of this
Article V:
(1) Retirement. Options granted under the Plan may be
exercised within three (3) months after the Retirement
(as hereinafter defined) of the Optionee and the
options shall be exercisable for all of the shares
covered thereby. For purposes of the Plan,
"Retirement," shall mean any termination of employment
with the Corporation occurring after the completion of
not less than ten (10) years of service with the
Corporation and the attainment of age sixty (60)years
by the Optionee.
(2) Disability. Options granted under the Plan may be
exercised within one (1) year after the termination of
4
<PAGE>
the employment of the Optionee by reason of the
Disability (as hereinafter defined) of the Optionee and
the option shall be exercisable for all of the shares
covered thereby. For purposes of the Plan, an Optionee
shall be deemed have incurred a "Disability" if a
disinterested duly licensed medical doctor appointed by
the Corporation determines that the Optionee is totally
and permanently prevented, as a result of physical or
mental infirmity, injury, or disease, either
occupational or nonoccupational in cause, from holding
the job or position with the Corporation or engaging in
the employment activity, or a comparable job or
employment activity with the Corporation, which the
Optionee held or customarily engaged in prior to the
occurrence of the disability (provided, however, that
disability hereunder shall not include any disability
incurred or resulting from the Optionee's having
engaged in a criminal act or enterprise, or any
disability consisting of or resulting from the
Optionee's chronic alcoholism, addiction to narcotics
or an intentionally self-inflicted injury).
(3) Death
(i) If an Optionee shall die while employed by
the Corporation or within three (3) months
after termination of employment with the
Corporation by reason of Retirement or
Disability, the options granted under this
Plan to such deceased Optionee shall be
exercisable within one (1) year after the
date of the Optionee's death and the options
shall be exercisable for all of the shares
covered thereby.
(ii) If an Optionee shall die within three (3)
months after termination of employment with
the Corporation for a reason other than
Retirement or Disability, the options granted
under this Plan to such deceased Optionee
shall be exercisable within one (1) year
after the date of the Optionee's death but
the options may not be exercised for more
than the number of shares, if any, as to
which the options were exercisable by the
Optionee immediately prior to his or her
death.
(iii) The legal representative, if any, of the
deceased Optionee's estate, otherwise the
appropriate legatees or distributees of the
deceased Optionee's estate, may exercise the
option on behalf of such a deceased Optionee.
5
<PAGE>
(4) Involuntary Termination of Employment. Options granted
under the Plan may be exercised within three (3) months
after the Involuntary Termination of Employment (as
hereinafter defined) of the Optionee with the
Corporation and the options shall be exercisable for
all of the shares covered thereby. For purposes of the
Plan, "Involuntary Termination of Employment" shall
mean any termination of an Optionee's employment with
the Corporation by reason of the discharge, firing or
other involuntary termination of an Optionee's
employment by action of the Corporation other than an
involuntary termination for cause as described in
subparagraph (6) of this paragraph (g).
(5) Voluntary Termination of Employment. Options granted
under the Plan may be exercised, if otherwise timely,
within three (3) months after the Voluntary Termination
of Employment (as hereinafter defined) of the Optionee
with the Corporation but the options may not be
exercised for more than the number of shares, if any,
as to which the options were exercisable by the
Optionee immediately prior to such termination of
employment. For purposes of the Plan "Voluntary
Termination of Employment" shall mean any voluntary
termination of employment with the Corporation by
reason of the Optionee's quitting or otherwise
voluntarily leaving the Corporation's employ other than
a voluntary termination of employment by reason of
Retirement or a voluntary termination of employment
constituting a termination for cause as described in
subparagraph (6) of this paragraph (g).
(6) Termination for Cause. Anything contained herein to the
contrary notwithstanding, if the termination of an
Optionee's employment with the Corporation is as a
result of or caused by the Optionee's theft or
embezzlement from the Corporation, the violation of a
material term or condition of his or her employment,
the disclosure by the Optionee of confidential
information of the Corporation, conviction of the
Optionee of a crime of moral turpitude, the Optionee's
stealing trade secrets or intellectual property owned
by the Corporation, any act by the Optionee in
competition with the Corporation or any other act,
activity or conduct of the Optionee which in the
opinion of the Board of Directors is adverse to the
best interests of the Corporation, then any options and
any and all rights granted to such Optionee thereunder,
to the extent not yet effectively exercised, shall
become null and void effective as of the date of the
occurrence of the event which results in the Optionee
ceasing to be an employee of the Corporation and any
purported exercise of an option by or on behalf of said
Optionee following such date shall be of no effect.
6
<PAGE>
(7) A transfer of employment between the Corporation and
any subsidiary of the Corporation, or between any
subsidiaries of the Corporation, shall not be deemed to
be a termination of employment under the Plan.
(h) Change of Control. Upon the occurrence of a Change of
Control (as defined below), each option granted hereunder
shall immediately become exercisable in full by the optionee
notwithstanding the option period specified in such option,
but subject to the other terms and provisions of such
option. As used herein, the term "Change of Control" means
the acquisition of direct or indirect beneficial ownership
(within the meaning of Rule 13d-3 of the Securities Exchange
Act of 1934 [the "Exchange Act"] of 25% or more of the then
outstanding shares of Common Stock of the Corporation
generally entitled to vote in the election of directors of
the Corporation by any person or persons who constitute a
group (within the meaning of Section 13(d)(3) of the
Exchange Act) or the consummation of any merger,
consolidation, share exchange, or other extraordinary
corporate transaction involving the Corporation and in which
the shareholders of the Corporation immediately prior to
consummation of such transaction do not own, in the
aggregate, immediately after consummation of such
transaction, at least a majority of the voting stock of the
Corporation or the entity which survives or results from
such transaction.
(i) Acceleration. The Committee may, in the case of merger,
consolidation, dissolution or liquidation of National City
Bancshares, Inc., accelerate the expiration date of any
option for any or all of the shares covered thereby (but
still giving Optionees a reasonable period of time to
exercise any outstanding options prior to the accelerated
expiration date) and may, in the case of merger,
consolidation, dissolution or liquidation of National City
Bancshares, Inc., or in any other case in which it feels it
is in the Corporation's best interest, accelerate the date
or dates on which any option or any part of any option shall
be exercisable for any or all of the shares covered thereby.
(j) Rights as a Stockholder. An Optionee shall have no rights as
a stockholder with respect to any shares covered by any of
said Optionee's options until the date that National City
Bancshares, Inc. receives payment in full for the purchase
of said shares pursuant to the effective exercise of said
option. No adjustment shall be made for dividends or
distributions or other rights for which the record date is
prior to the date such payment is received by National City
Bancshares, Inc., except as provided in Article VII hereof.
7
<PAGE>
(k) Compliance with Securities Exchange Act. Notwithstanding
anything herein to the contrary, options shall always be
granted and exercised in such a manner as to conform to the
provisions of Rule 16b-3 or any replacement rule, adopted
pursuant to the provisions of the Securities Exchange Act of
1934 as the same now exists or may, from time to time, be
amended.
(l) Other Provisions. The option agreements authorized under the
Plan shall contain such other provisions, including, without
limitation, restrictions upon the exercise of the option, as
the Committee shall deem advisable and, in any event, all
option agreements shall contain such limitations upon the
exercise of the option (other than the $100,000.00
limitation as to the maximum value of shares with respect to
which options are exercisable for the first time in any
calendar year, which limitation may be exceeded as provided
in Article V (e)) as shall be necessary in order that each
such option will be an "incentive stock option" as defined
in Section 422 of the Code or to conform to any change in
the law.
ARTICLE VI. NOTICE OF INTENT TO EXERCISE OPTIONS.
An Optionee desiring to exercise an option granted hereunder as
to one or more of the shares covered thereby must, in order to so
exercise the option, notify the Corporation in writing to that effect,
specifying the number of shares of the Common Stock to be purchased.
ARTICLE VII. STOCK DIVIDEND-RECAPITALIZATION-CONSOLIDATION.
If any stock dividend shall be declared upon the Common Stock or
if the Common Stock shall hereafter be subdivided, consolidated, or
changed into other securities of National City Bancshares, Inc., or a
successor corporation to National City Bancshares, Inc., then in each
such event, shares of Common Stock which would be delivered pursuant
to exercise of any options shall, for the purpose of adjusting the
number and kind thereof, be treated as though outstanding immediately
prior to the occurrence of such event and the purchase price to be
paid therefor shall be appropriately adjusted to give effect thereto.
The grant of an option pursuant to the Plan shall not affect in
any way the right or power of National City Bancshares, Inc. to make
adjustments, reclassifications, reorganizations or changes of its
capital or business structure or to merge or to consolidate or to
dissolve, liquidate or sell, or transfer all or any part of its
business or assets.
ARTICLE VIII. EXPIRATION AND TERMINATION OF PLAN.
Options may be granted pursuant to the Plan only within ten (10)
years following the earlier to occur of the date on which the Plan is
originally adopted by the Board of Directors and the date on which the
Plan is originally approved by stockholders of National City
Bancshares, Inc.
8
<PAGE>
Options may be granted under the Plan at any time until the Plan
is terminated by the Board of Directors or until such earlier date
when termination of the Plan shall be required by applicable law. If
not sooner terminated, the Plan shall terminate ten years from the
date on which the Plan is originally approved by the Board of
Directors.
ARTICLE IX. AMENDMENT OF THE PLAN.
The Board of Directors may, insofar as permitted by law, from
time to time, with respect to any shares of Common Stock at the time
not subject to outstanding options, suspend or discontinue the Plan or
revise or amend it in any respect whatsoever except that, without
approval of the holders of a majority of the Common Stock of National
City Bancshares, Inc., no such revision or amendment shall change the
number of shares of Common Stock subject to the Plan (except as may
occur as a result of an occurrence described in Article VII), change
the designation of the class of employees eligible to receive options,
remove the administration of the Plan from the Committee, or render
any member of the Committee eligible to receive an option under the
Plan while serving thereon. Furthermore, the Plan may not, without the
approval of the holders of a majority of the Common Stock of National
City Bancshares, Inc., be amended in any manner that will cause
options issued under it to fail to meet the requirements of "incentive
stock options" as defined in Section 422 of the Code (except as
provided in paragraph (e) of Article V) or which would result in a
failure to comply with Section 16(b)(3) of the Securities Exchange Act
of 1934 or similar statute(s) or rules or regulations adopted
thereunder.
ARTICLE X. GRANTING OF OPTIONS.
The granting of any option pursuant to the Plan shall be entirely
in the discretion of the Committee and nothing herein contained shall
be construed to give any employee any right to participate under the
Plan or to receive any option under it. The granting of an option
shall impose no duty upon the Optionee to exercise such option.
Neither the adoption and maintenance of the Plan nor the granting
of an option pursuant to the Plan shall be deemed to constitute a
contract of employment between the Corporation and any employee or to
be a condition of the employment of any person. Nothing herein
contained shall be deemed to (a) give to any employee the right to be
retained in the employ of the Corporation; (b) interfere with the
right of the Corporation to discharge or retire any employee at any
time; (c) be deemed to give to the Corporation the right to require an
employee to remain in its employ; or (d) interfere with the employee's
right to terminate his or her employment at any time.
9
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ARTICLE XI. GOVERNMENT REGULATIONS.
The Plan and the granting and exercise of any option hereunder
and the obligations of National City Bancshares, Inc. to sell and
deliver shares under any such option shall be subject to all
applicable laws, rules and regulations, and to such approvals by any
governmental agencies as may be required.
ARTICLE XII. PROCEEDS FROM SALE OF STOCK.
Proceeds from the purchase of Common Stock by any Optionee under
the Plan shall be for the general business purposes of National City
Bancshares, Inc.
ARTICLE XIII. REPORTING REQUIREMENTS.
The Committee shall furnish each Optionee hereunder with such
information relating to the exercise of any option granted hereunder
to said Optionee as is required under the Code and applicable State
and Federal Security laws.
ARTICLE XIV. EFFECTIVE DATE; APPROVAL OF STOCKHOLDERS.
The Plan shall become effective as of the date of its adoption by
the Board of Directors, but only if it shall be approved within twelve
months thereafter by the shareholders of National City Bancshares,
Inc. as required by the Code and the regulations issued thereunder and
no option granted hereunder, if any, after such effective date but
prior to such approval may be exercised unless and until such approval
shall have been granted.
ARTICLE XV. INTERPRETATION.
The terms of this Plan are subject to all present and future
regulations and rulings of the Secretary of the Treasury or his or her
delegate relating to the qualification of Incentive Stock Options
under Section 422 of the Code. If any provision of the Plan conflicts
with any such regulation or ruling, that provision of the Plan shall
he void and of no effect.
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Addendum to the National City Bancshares, Inc.
Incentive Stock Option Plan
Effective December 1, 1995, a 5% stock dividend was paid on the
outstanding common stock of National City Bancshares, Inc. Pursuant
to Article VII of the Plan, the total number of authorized shares
reserved for issuance under the terms of the Plan pursuant to Article
IV is therefore automatically adjusted to 304,500 shares and each
outstanding option for shares is accordingly adjusted.
Approved by the Board of Directors: December 20, 1995
Effective April 19, 1996, a two-for-one stock split became
effective with respect to all of the shares of common stock of
National City Bancshares, Inc. Pursuant to Article VII of the Plan,
the total number of authorized shares reserved for issuance under the
terms of the Plan pursuant to Article IV is therefore automatically
adjusted to 609,000 shares and each outstanding option for shares is
accordingly adjusted.
Approved by the Board of Directors: May 22, 1996
11
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Exhibit 5
[Werner & Blank Co., L.P.A. Letterhead]
August 23, 1996
Board of Directors
National City Bancshares, Inc.
227 Main Street
Evansville, IN 47705
Ladies and Gentlemen:
We are special counsel to National City Bancshares, Inc. Evansville,
Indiana, ("NCBE"). In that capacity, we have reviewed the
Registration Statement on Form S-8 (the "Registration Statement")
dated as of the date of this opinion and to be filed by NCBE with the
Securities and Exchange Commission with respect to offers and sales by
NCBE of up to 609,000 shares of NCBE common stock, without par value
(the "NCBE Common Stock").
We have examined the Articles of Incorporation of NCBE, as amended,
the Bylaws of NCBE, as amended and such other documents, corporate
records and instruments as we have deemed necessary or appropriate for
the purpose of this opinion.
Based upon the forgoing, we are of the opinion that any share of
Common Stock reserved for issuance under the Plan will, when issued in
accordance with the terms of the Plan be validly issued, fully paid
and non-assessable.
We hereby consent to the filing of this opinion with the Securities
and Exchange Commission as an Exhibit thereto.
Werner & Blank, Co. LPA
/s/ Werner & Blank Co. LPA
<PAGE>
<PAGE>
Exhibit 23
[McGladrey & Pullen, LLP Letterhead]
CONSENT OF INDEPENDENT AUDITORS
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated January 19,
1996, which appears on page 15 of the 1995 Annual Report to
Shareholders of National City Bancshares, Inc., which is incorporated
by reference in National City Bancshares, Inc.'s Annual Report on Form
10-K for the year ended December 31, 1995.
/s/ McGladrey & Pullen, LLP
McGladrey & Pullen, LLP
August 23, 1996
<PAGE>
<PAGE>
Exhibit 24
POWER OF ATTORNEY
DIRECTORS OF NATIONAL CITY BANCSHARES, INC.
Know all men by these present that each person whose name is
signed below has made, constituted and appointed, and by this
instrument does make, constitute and appoint John D. Lippert or Robert
A Keil, or either one of them acting alone, his true and lawful
attorney with full power of substitution and resubstitution to affix
for him and in his name, place and stead, as attorney-in-fact, his
signature as director or officer, or both, of National City
Bancshares, Inc., an Indiana corporation (the "Company"), to a
Registration Statement on Form S-8 or other form registering under the
Securities Act of 1933, common stock to be issued in connection with
the Incentive Stock Option Plan of the Company, and to any and all
amendments, post effective amendments and exhibits to that
Registration Statement, and to any and all applications and other
documents pertaining thereto, giving and granting to such attorney-in-
fact full power and authority to do and perform every act and thing
whatsoever necessary to be done in the premises, as fully as he might
or could do if personally present, and hereby ratifying and confirming
all that said attorney-in-fact or any such substitute shall lawfully
do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, this Power of Attorney has been signed at
Evansville, Indiana, this 21st day of August, 1996.
/s/ Janice L. Beesley
- ------------------------------------------
Janice L. Beesley
/s/ Michael F. Elliott
- ------------------------------------------
Michael F. Elliott
/s/ Susanne R. Emge
- ---------------------------------------
Susanne R. Emge
/s/ Donald G. Harris
- ----------------------------------------
Donald G. Harris
/s/ Dr. H. Ray Hoops
- --------------------------------------
Dr. H. Ray Hoops
/s/ Ronald G. Reherman
- -------------------------------------
Ronald G. Reherman
/s/ Laurence R. Steenberg
- --------------------------------------
Laurence R. Steenberg
<PAGE>
